Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 (the “Prospectus”)REMIC I, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”REMIC II, and together with the ProspectusREMIC III, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”respectively). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class G, Class H, Class V P and Class R E Certificates will be offered represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, 2014 (as supplemented the Class P Distributable Amount, which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificate, dated January 29and the Class E Distributable Amount, 2014which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”) Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).principal amount for each Class of REMIC I Interests:

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner The Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (iiu) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; Cap Agreement (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Carryover Amounts, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class V Certificates as consideration for its transfer to I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the right Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,”; REMIC 3 also being referred to receive Excess Interest. The Depositor has duly authorized herein as the execution and delivery “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelection. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate Upper Tier REMIC for purposes of the entire beneficial ownership of REMIC IProvisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (Bi) the REMIC II Regular Interests and, right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the extent they represent the REMIC II Residual Interest, the obligation to pay Class I Shortfalls. The Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial Certificate represents ownership of the sole Class A-S Specific Grantor Trust Assetsof residual interest in each of REMIC 1, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans REMIC 2 and the other property constituting the Trust are Upper Tier REMIC for the benefit of the holders purposes of the REMIC I Regular InterestsProvisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the holders Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC II Regular InterestsProvisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the Holders property of the Trust Fund other than the Lower Tier Interests in REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates 1 and REMIC 2 and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Excluded Trust Assets.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplementProspectus, dated January May 19, 2006, a Free Writing Prospectus dated June 21, 2006 and a Prospectus Supplement, dated June 29, 20142006 of the Depositor (together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, the Cap Agreement, the Swap Agreement and the Supplemental Interest Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36 month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion the Certificates. As provided herein, the Trustee, for federal income tax purposes, shall treat the Trust Fund as consisting of a trust (the “ES Trust”) beneath which are two real estate mortgage investment conduits (or in the Trust which is hereby createdalternative, “REMIC 1” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. On the Closing Date, the Depositor REMIC 1 will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust consist of the Mortgage Loans (other than Loans, excluding any Excess Interest payable thereon) rights of the Trust Fund in respect of the Additional Collateral, the Corridor Contract and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be assets held in the Grantor Trust Reserve Funds. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 1 Regular Interests”). The REMIC 1 Regular Interests will represent the “regular interests” in REMIC 1, and the Class R1 Interest will represent the single Class of “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests for the benefit of the Holders of the Class V CertificatesMaster REMIC. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders The Master REMIC will consist of the REMIC I Regular Interests, 1 Interests and will be evidenced by the holders of the Master REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of Interests (other than the Class V and Class R Certificates. The parties hereto are entering into this AgreementR2 Interests), and which will constitute the Trustee is accepting regular interests in the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates Master REMIC and the Class XR2 Interest, which will represent the single Class of “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereunder will be the Latest Possible Maturity Date. The ES Trust shall hold all Master REMIC regular interests, and shall issue the Certificates. Each Certificate, other than the Class A-A Certificates (collectivelyR Certificate, will represent ownership of one or more of the “Registered Certificates”) were offered for sale pursuant Master REMIC regular interests held by the ES Trust. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, to the Depositor’s prospectus dated October 1fullest extent possible, 2013 (ownership of an ES Trust Certificate shall be treated as direct ownership of the “Prospectus”)individual, as supplemented underlying assets represented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)such ES Trust Certificate for federal income tax reporting purposes. The REMIC 1 Interests, each of which (except for the Class XR1 Interests) is hereby designated as a REMIC regular interest for federal income tax purposes, will have the principal balances, Pass-B, Through Rates and Corresponding Master REMIC Interests as set forth in the following table: 1-A-1-1 (1) (2) Class XMR-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).A-1-1

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from the Mortgage Loan Seller pursuant to the Loan Sale Agreement and the Depositor acquired the Mortgage Loans from the Seller pursuant to the Mortgage Loan Purchase Agreement. Prior to the Closing Date, pursuant to a Trust Agreement, as amended and restated on the Closing Date, the Depositor created Bear ▇▇▇▇▇▇▇ ARM Trust 2006-1, a Delaware statutory trust, for the purpose of holding the Mortgage Loans and issuing the Trust Certificates (the “Certificates”), pursuant to the Trust Agreement, and the Notes, pursuant to the Indenture. Pursuant to this Agreement, on the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of sell the Mortgage Loans and the certain other property being conveyed by it to the Trustee for inclusion in Issuing Entity and pursuant to the Trust which is hereby created. On the Closing DateIndenture, the Depositor Issuing Entity will acquire: (i) the REMIC I Regular Interests andpledge all of its right, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) title and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; interest in and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting acquired from the Trust are Depositor pursuant to this Agreement to the Indenture Trustee to secure the Notes issued pursuant to the Indenture. In consideration for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Mortgage Loans and the Holders of the Class V and Class R Certificates. The parties hereto are entering into other property conveyed pursuant to this Agreement, the Depositor will receive from the Issuing Entity the Certificates evidencing the entire beneficial ownership interest in the Issuing Entity and the Trustee is accepting Notes representing indebtedness of the trusts created herebyIssuing Entity. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, for good and valuable considerationafter deducting all Scheduled Principal due on or before the Cut-off Date, of $981,130,873.12. In consideration of the mutual agreements herein contained, each of the Depositor, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesIssuing Entity, the Exchangeable Certificates Master Servicer, the Securities Administrator, the Seller, the Mortgage Loan Seller, the Company and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant Indenture Trustee undertakes and agrees to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), perform their respective duties hereunder as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).follows:

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23May 29, 2014, as further supplemented by the free writing prospectus dated January 29June 4, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29June 4, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class A Senior P Certificates, the Exchangeable Certificates Basis Risk Reserve Fund and the Class X-A Certificates Supplemental Interest Trust (collectively, the “Registered CertificatesExcluded Trust Assets”) were offered be treated for sale pursuant to federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the Depositor’s prospectus dated October 1alternative, 2013 REMIC I, REMIC II and REMIC III (the “ProspectusUpper Tier REMIC”), as supplemented by a free writing prospectus dated January 23respectively). Each Certificate, 2014other than the Class P, as further supplemented by Class X, Class LT-R or Class R Certificate and, in the free writing prospectus dated January 29case of the Class 1-A1 Certificates, 2014 (collectivelyexclusive of the right to receive amounts from the Basis Risk Reserve Fund, represents ownership of one or more regular interests in REMIC III for purposes of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XP Certificates represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Fund and Supplemental Interest Trust as described in note 11 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-B, A1 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class XLT-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I, dated January 29REMIC II and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner The Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests andCap Agreement, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Carryover Amounts, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class V Certificates as consideration for its transfer to I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the right Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to receive Excess Interest. The Depositor has duly authorized herein as the execution and delivery “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelection. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate Upper Tier REMIC for purposes of the entire beneficial ownership of REMIC IProvisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (Bi) the REMIC II Regular Interests and, right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the extent they represent the REMIC II Residual Interest, the obligation to pay Class I Shortfalls. The Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial Certificate represents ownership of the sole Class A-S Specific Grantor Trust Assetsof residual interest in each of REMIC 1, (E) REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class B CertificatesLT2-R interest, representing and each such Lower Tier Interest is hereby designated as a regular interest in the aggregate the entire beneficial ownership REMIC 2 for purposes of the Class B Specific Grantor Trust AssetsREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, (F) other than the Class C CertificatesLT1-R interest, representing and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the aggregate the entire beneficial ownership property of the Class C Specific Grantor Trust Assets, (G) Fund other than the Class PST Certificates, representing Lower Tier Interests in REMIC 1 and REMIC 2 and the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Excluded Trust Assets. Excess Interest received on The following table sets forth the Mortgage Loans shall be held designations, principal balances and interest rates for each interest in the Grantor Trust for the benefit REMIC 1, each of the Holders of which (other than the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 1 (the “ProspectusREMIC 1 Regular Interests”): LT1-A $ 55,610,779.65 (1) LT1-F1 $ 12,176,096.50 (2) LT1-V1 $ 12,176,096.50 (3) LT1-F2 $ 15,286,754.00 (2) LT1-V2 $ 15,286,754.00 (3) LT1-F3 $ 18,381,829.50 (2) LT1-V3 $ 18,381,829.50 (3) LT1-F4 $ 21,431,563.00 (2) LT1-V4 $ 21,431,563.00 (3) LT1-F5 $ 24,404,919.00 (2) LT1-V5 $ 24,404,919.00 (3) LT1-F6 $ 27,270,082.50 (2) LT1-V6 $ 27,270,082.50 (3) LT1-F7 $ 29,994,815.00 (2) LT1-V7 $ 29,994,815.00 (3) LT1-F8 $ 32,546,960.50 (2) LT1-V8 $ 32,546,960.50 (3) LT1-F9 $ 34,882,913.50 (2) LT1-V9 $ 34,882,913.50 (3) LT1-F10 $ 33,207,493.50 (2) LT1-V10 $ 33,207,493.50 (3) LT1-F11 $ 31,612,764.00 (2) LT1-V11 $ 31,612,764.00 (3) LT1-F12 $ 30,094,697.00 (2) LT1-V12 $ 30,094,697.00 (3) LT1-F13 $ 28,649,603.50 (2) LT1-V13 $ 28,649,603.50 (3) LT1-F14 $ 27,273,972.00 (2) LT1-V14 $ 27,273,972.00 (3) LT1-F15 $ 25,964,425.00 (2) LT1-V15 $ 25,964,425.00 (3) LT1-F16 $ 24,717,819.00 (2) LT1-V16 $ 24,717,819.00 (3) LT1-F17 $ 23,531,162.00 (2) LT1-V17 $ 23,531,162.00 (3) LT1-F18 $ 22,401,534.50 (2) LT1-V18 $ 22,401,534.50 (3) LT1-F19 $ 21,392,021.00 (2) LT1-V19 $ 21,392,021.00 (3) LT1-F20 $ 36,387,031.50 (2) LT1-V20 $ 36,387,031.50 (3) LT1-F21 $ 32,866,223.00 (2) LT1-V21 $ 32,866,223.00 (3) LT1-F22 $ 29,681,993.00 (2) LT1-V22 $ 29,681,993.00 (3) LT1-F23 $ 26,855,815.00 (2) LT1-V23 $ 26,855,815.00 (3) LT1-F24 $ 24,289,196.00 (2) LT1-V24 $ 24,289,196.00 (3) LT1-F25 $ 14,745,241.50 (2) LT1-V25 $ 14,745,241.50 (3) LT1-F26 $ 13,935,865.50 (2) LT1-V26 $ 13,935,865.50 (3) LT1-F27 $ 13,176,868.00 (2) LT1-V27 $ 13,176,868.00 (3) LT1-F28 $ 16,049,019.00 (2) LT1-V28 $ 16,049,019.00 (3) LT1-F29 $ 14,797,345.00 (2) LT1-V29 $ 14,797,345.00 (3) LT1-F30 $ 13,654,579.00 (2) LT1-V30 $ 13,654,579.00 (3) LT1-F31 $ 12,610,396.50 (2) LT1-V31 $ 12,610,396.50 (3) LT1-F32 $ 11,655,507.50 (2) LT1-V32 $ 11,655,507.50 (3) LT1-F33 $ 10,781,553.00 (2) LT1-V33 $ 10,781,553.00 (3) LT1-F34 $ 9,974,904.50 (2) LT1-V34 $ 9,974,904.50 (3) LT1-F35 $ 7,949,746.50 (2) LT1-V35 $ 7,949,746.50 (3) LT1-F36 $ 7,496,725.50 (2) LT1-V36 $ 7,496,725.50 (3) LT1-F37 $ 7,069,875.50 (2) LT1-V37 $ 7,069,875.50 (3) LT1-F38 $ 6,667,669.50 (2) LT1-V38 $ 6,667,669.50 (3) LT1-F39 $ 6,288,669.50 (2) LT1-V39 $ 6,288,669.50 (3) LT1-F40 $ 5,931,439.00 (2) LT1-V40 $ 5,931,439.00 (3) LT1-F41 $ 5,594,876.50 (2) LT1-V41 $ 5,594,876.50 (3) LT1-F42 $ 94,877,606.00 (2) LT1-V42 $ 94,877,606.00 (3) LT1-R (4) (4), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23February 26, 2014 2007 to a Prospectus dated May 19, 2006 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Pre-Funding Account, the Collateral Account, the Reserve Fund, the Certificate Swap Account and the Subordinate Certificate Cap Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Securities Administrator on behalf of the Closing DateTrustee shall elect that five segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising five REMICs (each a "REMIC" or, in the alternative, REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, respectively). Each Class of Certificates, other than the Class P and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Swap Agreement and the Pre-Funding Reserve Account, represents ownership of one or more regular interests in REMIC V for purposes of the REMIC Provisions. Additionally, the Depositor will acquire Class X Certificates represent the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank obligation to make certain payments of America, National Association, as seller (“BANA”)Basis Risk Carry Forward Amounts to Holders of LIBOR Certificates, and CIBC Inc., as seller (“CIBC”), and will be the owner of LIBOR Certificates represent the Mortgage Loans and the other property being conveyed by it obligation to make certain payments to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, Class X Certificateholder to the extent they that the interest accrued on its corresponding REMIC V Regular Interest is in excess of the interest accrued on such LIBOR Certificate. The Class P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class I Interests are uncertificated REMIC I Residual InterestV Regular Interests and are designed to fund net swap payments, in full or in part, on the Interest Rate Swap Agreement. The Class R Certificates as consideration for its transfer to the Trust Certificate represents ownership of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer sole class of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing residual interest in the aggregate the entire beneficial ownership each of REMIC I, (B) REMIC II, REMIC III, REMIC IV and REMIC V for purposes of the REMIC Provisions. The Class R-V, Class R-IV, Class R-III, Class R-II Regular and Class R-I Interests and, to the extent they represent the REMIC II Residual Interest, comprise the Class R Certificates, representing Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. REMIC V shall hold as assets the aggregate the entire beneficial ownership several classes of uncertificated REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I IV Regular Interests, the holders of the . Each such REMIC II IV Regular Interests, the Holders of the Interest is hereby designated as a regular interest in REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedIV. The Class A Senior CertificatesIV-A-1, the Exchangeable Certificates and the Class XIV-A Certificates (collectivelyA-2, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1Class IV-A-3, 2013 (the “Prospectus”)Class IV-A-4, as supplemented by a free writing prospectus dated January 23Class IV-M-1, 2014Class IV-M-2, as further supplemented by the free writing prospectus dated January 29Class IV-M-3, 2014 (collectivelyClass IV-M-4, the “Free Writing Prospectus”Class IV-M-5, Class IV-M-6, Class IV-B-1, Class IV-B-2, Class IV-B-3, and together with Class IV-B-4 Interests are hereby designated the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)REMIC IV Accretion Directed Classes.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BB-3, Class X-CB-4, Class D, B-5 Class E, Class F, Class G, Class H, Class V III-CE and Class R III-P Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated January 28, 2004 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated January 2330, 2014 (as supplemented 2004. The Class III-CE Certificates and Class III-P Certificates have been sold by the preliminary private placement memorandum supplement, dated January 29, 2014, Depositor to the “Preliminary Private Placement Memorandum”) Underwriter. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and a final the Private Placement Memorandum dated and the Pricing Date Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will make an election to treat the entire segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be the “Private Placement Memorandum”"regular interests" in REMIC I and Component R-1 of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)., the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. Uncertificated Initial REMIC I REMIC I Uncertificated Latest Possible Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1) ---------------------------- ----------------- ----------------- ---------------- LT-I-IO (2) (3) September 25, 2033 LT-I-PO 0.00% $ 487,899.97 September 25, 2033 LT-I-SUB 5.50% $ 149.35 September 25, 2033 LT-I-ZZZ 5.50% $ 63,054,356.58 September 25, 2033 LT-II-IO (4) (3) September 25, 2033 LT-II-PO 0.00% $ 1,172,299.97 September 25, 2033 LT-II-SUB 4.75% $ 271.78 September 25, 2033 LT-II-ZZZ 4.75% $ 114,477,335.61 September 25, 2033 LT-III-IO (5) (3) September 25, 2033 LT-RI 5.50% $ 100.00 September 25, 2033

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBCBank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular CertificatesCertificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the ▇▇ ▇▇▇▇▇ applicable Class PST Percentage Interest of each of the Class REMIC III PST Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Class PST Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ applicable Class PST Percentage Interest of each of the Class REMIC III PST Regular Interests to the Trust; and (v) the portion of the Class V J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of the right to receive Excess Interestsuch right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ Class PST REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (HE) the Class V Certificates, representing in the aggregate the entire beneficial ownership case of the Class V Specific J Certificates, the Class J Grantor Trust AssetsTrust. Excess Interest received on the Mortgage Loans shall be held in the Class J Grantor Trust for the benefit of the Holders of the Class V J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, and the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ Class PST REMIC III Regular Interests, the Holders of the Exchangeable Class PST Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class XA-A S, Class B, Class PST and Class C Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1July 5, 2013 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23July 6, 20142012, as further supplemented by the free writing prospectus dated January 29July 13, 2014 2012 (collectivelytogether, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23July 6, 2014 2012 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class A Senior I-CE, Class I-P, Class II-P, Class I-R, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were have been offered for sale pursuant to the Depositor’s prospectus a Prospectus Supplement dated October 130, 2013 2006 to a Prospectus dated May 19, 2006 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectivelytogether, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class XII-BB-3, Class XII-C, Class D, Class E, Class F, Class G, Class H, Class V B-4 and Class R II-B-5 Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23October 31, 2014 2006. The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, and REMIC VI be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each of REMIC I, REMIC II, REMIC III, and REMIC IV (as supplemented by each a “Group I REMIC”) shall relate to Group I, and each of REMIC V and REMIC VI (each a “Group II REMIC”) shall relate to Group II. The assets of REMIC I shall include the preliminary private placement memorandum supplementportion of the Trust Fund related to Group I (other than the Reserve Fund, dated January 29, 2014the Cap Account and both Swap Accounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Group I Master REMIC”). The Class I-R Certificate shall represent ownership of the sole class of residual interest in each Group I REMIC formed hereby. The assets of REMIC V shall include the portion of the Trust Fund related to Group II. The REMIC V Regular Interests shall constitute the assets of REMIC VI (the “Group II Master REMIC”). The Class II-AR Certificate shall represent ownership of the sole class of residual interest in each Group II REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date” for each regular interest created hereby shall be the Pricing Date (36th month following the “Private Placement Memorandum”)latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. The Trust which Fund is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, being conveyed to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer Trustee to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust create a trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans Certificateholders and the other property constituting Certificate Insurer. As provided herein, an election shall be made that the Trust are for Fund (exclusive of (i) the benefit of Cap Contracts, (ii) the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates right to receive and the Holders of obligation to pay Net WAC Rate Carryover Amounts and (iii) the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates Net WAC Rate Carryover Reserve Account (collectively, the “Registered CertificatesExcluded Trust Assets”)) were offered be treated for sale pursuant to federal income tax purposes as comprising two real estate mortgage investment conduits under Section 860D of the Depositor’s prospectus dated October 1Code (each a “REMIC” or, 2013 (in the alternative the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, Subsidiary REMIC” and the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusMaster REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A-UR and Class A-LR Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class A-LR, Class A-UR, Class CE and Class P Certificates, represents the right to receive payments with respect to any Net WAC Rate Carryover Amounts. The Class XA-BLR Certificate represents ownership of the sole Class of residual interest in the Subsidiary REMIC and the Class A-UR Certificate represents ownership of the sole Class of residual interest in the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the uncertificated interests in the Subsidiary REMIC, Class Xother than the LT-CR interest, Class Dand each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than the interests in the Subsidiary REMIC, Class Eand the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by purposes of the preliminary private placement memorandum supplement, dated January 29, 2014REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplementProspectus, dated January 2928, 20142004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the “Preliminary Private Placement Memorandum”"Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and a final Private Placement Memorandum dated such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Pricing Date Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 ▇▇▇▇▇▇▇▇(the “Private Placement Memorandum”).▇) ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇-▇ $100 Variable(2) January 25, 2034 _______________

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLCInc., as seller (“MSMCH”"MSMC"), Bank of America▇▇▇▇▇ Fargo Bank, National Association, as seller (“BANA”)"▇▇▇▇▇ Fargo") and Principal Commercial Funding, and CIBC Inc.LLC, as seller (“CIBC”"Principal"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: acquire (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; Trust and (iii) the REMIC III Regular Certificates, Certificates (other than the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, portion of the Class R P Certificates representing the right to receive Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) Trust and the Exchangeable Certificates as consideration for its transfer portion of the ▇▇ ▇▇▇▇▇ III Regular Interests Class P Certificates representing the right to the Trust; and (v) the Class V Certificates receive Excess Interest as consideration for its transfer to the Trust of the right to receive Excess Interestsuch right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R Certificates, R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, Certificates representing in the aggregate the entire beneficial ownership of REMIC IIIIII and, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership case of the Class A-S Specific Grantor Trust AssetsP Certificates, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific P Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust AssetsTrust. Excess Interest received on the Mortgage Loans shall be held in the Class P Grantor Trust for the benefit of the Holders of the Class V P Certificates. All covenants and agreements made by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders Holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Residual Certificates and the Holders of REMIC Regular Certificates (including the Class V and Class R CertificatesP Certificates to the extent of their interest in any Excess Interest). The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesSenior, the Exchangeable Class A-J, Class B, Class C, Class D and Class X-2 Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were will be offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “"Prospectus”)") dated August 2, 2004, as supplemented by a free writing the preliminary prospectus supplement dated January 236, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 2005 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “"Preliminary Prospectus”Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated the Pricing Date January 20, 2005 (the “Prospectus Supplement”, and together with the Prospectus, the “"Final Prospectus”Prospectus Supplement"). The , and the Class X-B, Class X-C, Class DX-1, Class E, Class F, Class G, Class H, Class V J, Class K, Class L, Class M, Class N, Class O and Class R P Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 2320, 2014 2005. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as supplemented by of the preliminary private placement memorandum supplementCut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, dated January 29and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, 2014but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class or Component designation, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date corresponding REMIC II Regular Interest (the “Private Placement Memorandum”"CORRESPONDING REMIC II REGULAR INTEREST")., the Corresponding Components of the Class X-1 or Class X-2 Certificates and the initial Certificate Balance for each Class of Principal Balance Certificates (the "CORRESPONDING CERTIFICATES"). CORRESPONDING CORRESPONDING REMIC INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE INTERESTS (1) CERTIFICATE BALANCE CERTIFICATES (1) ----------------------- ------------------- ------------------- ------------------- ------------------- Class A-1 $14,400,000 A-1A $6,489,000 A-1A A-1B $7,911,000 A-1B Class A-2 $23,000,000 A-2A $11,760,000 A-2A A-2B $11,240,000 A-2B Class A-3 $56,800,000 A-3A $11,224,000 A-3A A-3B $22,084,000 A-3B A-3C $21,559,000 A-3C A-3D $1,933,000 A-3D Class A-4 $85,600,000 A-4A $19,093,000 A-4A A-4B $20,417,000 A-4B A-4C $25,900,000 A-4C A-4D $20,190,000 A-4D Class A-AB $58,200,000 A-ABA $32,528,000 A-ABA A-ABB $17,993,000 A-ABB A-ABC $7,679,000 A-ABC Class A-5 $576,041,000 A-5A $9,735,000 A-5A A-5B $26,726,000 A-5B A-5C $61,364,000 A-5C A-5D $14,850,000 A-5D A-5E $14,420,000 A-5E A-5F $448,946,000 A-5F Class A-J $74,784,000 ▇-▇▇ $▇,▇▇▇,▇▇▇ ▇-▇▇ A-JB $6,433,000 A-JB A-JC $5,878,000 A-JC A-JD $5,650,000 A-JD A-JE $54,406,000 A-JE Class B $20,841,000 B-1 $1,616,000 B-1 B-2 $7,487,000 B-2 B-3 $7,218,000 B-3 B-4 $4,520,000 B-4 Class C $7,356,000 C-1 $833,000 C-1 C-2 $6,523,000 C-2 Class D $11,034,000 D-1 $3,373,000 ▇-▇ ▇-▇ $7,661,000 D-2 CORRESPONDING CORRESPONDING REMIC INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE INTERESTS (1) CERTIFICATE BALANCE CERTIFICATES (1) ----------------------- ------------------- ------------------- ------------------- ------------------- Class E $9,808,000 E-1 $4,364,000 E-1 E-2 $5,444,000 E-2 Class F $6,129,000 F-1 $1,357,000 F-1 F-2 $4,772,000 F-2 Class G $7,356,000 G $7,356,000 G Class H $7,356,000 H-1 $6,604,000 H-1 H-2 $752,000 H-2 Class J $2,452,000 J $2,452,000 J Class K $3,678,000 K-1 $2,934,000 K-1 K-2 $744,000 K-2 Class L $3,678,000 L $3,678,000 L Class M $1,226,000 M $1,226,000 M Class N $1,226,000 N $1,226,000 N Class O $2,452,000 O $2,452,000 O Class P $7,355,819 P $7,355,819 P

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class A Senior P, Class B-10, Class B-11 and Class B-12 Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were have been offered for sale pursuant to the Depositor’s prospectus a Prospectus Supplement dated October 1April 13, 2013 2007 to a Prospectus dated May 19, 2006 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectivelytogether, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BB-10, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V B-11 and Class R B-12 Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23April 13, 2014 2007. The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Securities Administrator shall elect that each of REMIC I and REMIC II be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Trust Fund (as supplemented by other than the preliminary private placement memorandum supplement, dated January 29, 2014Pre-Funding Account and the Capitalized Interest Account). The REMIC I Regular Interests shall constitute the assets of REMIC II (the “Master REMIC”). The Certificates (other than the Class AR Certificates and exclusive of the right to receive interest payments to the extent such payments reflect an interest rate greater than the REMIC Maximum Rate) shall constitute regular interests in the Master REMIC. The Class AR Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date” for each regular interest created hereby shall be the Pricing Date (36th month following the “Private Placement Memorandum”)latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. As provided herein, the Trustee shall elect that the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andCap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests andReserve Fund, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of right to receive and the ▇▇ ▇▇▇▇▇ III Regular Interests obligation to the Trust; and pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class V Certificates as consideration for its transfer to the Trust of F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, obligation to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) pay the Class A-S CertificatesIO Termination Amount, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (Hvii) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates any Additional Collateral (collectively, the “Registered CertificatesExcluded Trust Assets”)) were offered be treated for sale pursuant federal income tax purposes as comprising five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 5;” REMIC 5 also being referred to the Depositor’s prospectus dated October 1, 2013 (as the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusUpper Tier REMIC”). The Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class X-BR Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class X-C, Class D, Class ER, Class F, Class GA-IO, Class H, Class V X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificates will be offered Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, 2014 (other than the R-3 Interest, and each such Interest is hereby designated as supplemented by a regular interest in REMIC 3 for purposes of the preliminary private placement memorandum supplementREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, dated January 29other than the R-2 Interest, 2014and each such Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) and is hereby designated as a final Private Placement Memorandum dated the Pricing Date regular interest in REMIC 1 (the “Private Placement MemorandumREMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) R-1 (7) (7).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), the Seller and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor herein Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC”). Each of the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable Certificates REMIC Certificates, and the Class XA-A Certificates R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (collectively, other than the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”Class LT-A-R Interest). The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for any related Excluded Trust Property). The uncertificated Class XLT-BA-R Interest represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, Class Xpass-C, Class D, Class E, Class F, Class G, Class H, Class V through rates and Class Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”3) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).3) N/A _______________

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner The Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; Cap Agreement (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Carryover Amounts, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligation to pay Class V Certificates as consideration for its transfer to I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that the segregated asset pool within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the right Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to receive Excess Interest. The Depositor has duly authorized herein as the execution and delivery “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelection. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate Upper Tier REMIC for purposes of the entire beneficial ownership of REMIC IProvisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (Bi) the REMIC II Regular Interests and, right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the extent they represent the REMIC II Residual Interest, the obligation to pay Class I Shortfalls. The Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial Certificate represents ownership of the sole Class A-S Specific Grantor Trust Assetsof residual interest in each of REMIC 1, (E) the Class B CertificatesREMIC 2, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans REMIC 3 and the other property constituting the Trust are Upper Tier REMIC for the benefit of the holders purposes of the REMIC I Regular InterestsProvisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the holders Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC II Regular InterestsProvisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the Holders uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC III Regular Certificates1, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates REMIC 2 and REMIC 3 and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Excluded Trust Assets.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”"MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: acquire (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Regular Certificates, Certificates (other than the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, portion of the Class R P Certificates representing the right to receive Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) Trust and the Exchangeable Certificates as consideration for its transfer portion of the ▇▇ ▇▇▇▇▇ III Regular Interests Class P Certificates representing the right to the Trust; and (v) the Class V Certificates receive Excess Interest as consideration for its transfer to the Trust of the right to receive Excess Interestsuch right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R Certificates, R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, Certificates representing in the aggregate the entire beneficial ownership of REMIC IIIIII and, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership case of the Class A-S Specific Grantor Trust AssetsP Certificates, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific P Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust AssetsTrust. Excess Interest received on the Mortgage Loans shall be held in the Class P Grantor Trust for the benefit of the Holders of the Class V P Certificates. All covenants and agreements made by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders Holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Residual Certificates and the Holders of REMIC Regular Certificates (including the Class V and Class R CertificatesP Certificates to the extent of their interest in any Excess Interest). The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesA, the Exchangeable Class B, Class C, Class D, Class E and Class X-2 Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were will be offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “"Prospectus”)") dated June 11, 2004, as supplemented by a free writing the preliminary prospectus supplement dated January 23October 8, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 2004 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “"Preliminary Prospectus”Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated the Pricing Date October 20, 2004 (the “Prospectus Supplement”, and together with the Prospectus, the “"Final Prospectus”Prospectus Supplement"). The , and the Class X-B, Class X-C, Class D, Class EX-1, Class F, Class G, Class H, Class V J, Class K, Class L, Class M, Class N, Class O and Class R P Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23October 20, 2014 2004. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as supplemented by of the preliminary private placement memorandum supplementCut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, dated January 29and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, 2014but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class or Component designation, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date corresponding REMIC II Regular Interest (the “Private Placement Memorandum”"CORRESPONDING REMIC II REGULAR INTEREST")., the Corresponding Components of the Class X-1 or Class X-2 Certificates and the initial Certificate Balance for each Class of Principal Balance Certificates (the "CORRESPONDING CERTIFICATES"). CORRESPONDING CORRESPONDING REMIC INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR INTERESTS REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE (1) CERTIFICATE BALANCE CERTIFICATES (1) --------------------- --------------------- ----------------------- --------------------- ---------------------- Class A-1 $ 20,000,000 A-1 $ 20,000,000 A-1 Class A-2 $ 60,000,000 A-2A $ 14,956,000 A-2A A-2B $ 45,044,000 A-2B Class A-3 $100,000,000 A-3A $ 10,813,000 A-3A A-3B $ 53,547,000 A-3B A-3C $ 35,640,000 A-3C Class A-4 $100,000,000 A-4A $ 15,005,000 A-4A A-4B $ 84,995,000 A-4B Class A-5 $ 80,000,000 A-5A $ 22,260,000 A-5A A-5B $ 49,798,000 A-5B A-5C $ 7,942,000 A-5C Class A-6 $676,075,000 A-6A $ 91,170,000 A-6A A-6B $ 26,049,000 A-6B A-6C $ 558,856,000 A-6C Class B $ 20,231,000 B-1 $ 10,113,000 B-1 B-2 $ 10,118,000 B-2 Class C $ 13,005,000 C-1 $ 7,017,000 C-1 C-2 $ 5,988,000 C-2 Class D $ 13,005,000 D-1 $ 2,092,000 ▇-▇ ▇-▇ $ 10,913,000 D-2 Class E $ 15,895,000 E $ 15,895,000 E Class F $ 10,115,000 F-1 $ 7,868,000 F-1 F-2 $ 2,247,000 F-2 Class G $ 11,560,000 G $ 11,560,000 G Class H $ 10,115,000 H-1 $ 7,729,000 H-1 H-2 $ 2,386,000 H-2 Class J $ 2,891,000 J $ 2,891,000 J Class K $ 4,335,000 K $ 4,335,000 K Class L $ 5,780,000 L $ 5,780,000 L Class M $ 1,445,000 M $ 1,445,000 M Class N $ 1,445,000 N $ 1,445,000 N Class O $ 2,890,000 O $ 2,890,000 O Class P $ 7,225,001 P $ 7,225,001 P

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23March 19, 2014, as further supplemented by the free writing prospectus dated January 29March 25, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23March 19, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29March 25, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Depositor has acquired the Closing Date, the Depositor will acquire the Mortgage Assistance Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLCInc. (each, as seller (“MSMCH”)a "Seller" and together, Bank of America, National Association, as seller (“BANA”the "Sellers"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Assistance Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its causing the Sellers to transfer to the Trust of Fund the Mortgage Assistance Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Assistance Loans and the issuance of (A) other property constituting the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor and the Trustee herein with respect to the Mortgage Assistance Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are Depositor is entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, an election shall be made to treat the Trust Fund (other than the Simple Interest Reserve Fund) as a financial asset securitization investment trust (the "FASIT") for federal income tax purposes. Each Certificate, other than the Class A Senior O, Class AIO, Class APO, Class B4, Class B5 and Class B6 Certificates, represents ownership of a regular interest in the Exchangeable Certificates and FASIT for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)FASIT Provisions. The Class X-BO Certificate represents ownership of the sole class of residual interest in the FASIT for purposes of the FASIT Provisions. Each Class AIO, Class X-CAPO, Class DB4, Class E, Class F, Class G, Class H, Class V B5 and Class R Certificates will be offered B6 Certificate represents ownership of a high yield interest in the FASIT for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the FASIT Provisions. The startup day for the FASIT created hereby for purposes of the FASIT Provisions is the Closing Date. In addition, 2014 (as supplemented by for purposes of the preliminary private placement memorandum supplement, dated January 29, 2014FASIT Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in the FASIT created hereby is the Maturity Date. The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount, and a final Private Placement Memorandum dated minimum denomination for each Class of Certificates that comprise the Pricing Date (interests in the “Private Placement Memorandum”)Trust Fund created hereunder.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesEstate. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts created herebyTrust Estate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, an election shall be made that portions of the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A Senior X and Class R Certificates, represents ownership of a regular interest in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such REMIC. The Class R Certificates will be offered Certificate represents ownership of the sole Class of residual interest in each REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, 2014 (other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC 1 for purposes of the preliminary private placement memorandum supplementREMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, dated January 29, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designation, interest rate, and a final Private Placement Memorandum dated the Pricing Date initial principal amount for each Class of REMIC 1 Lower Tier Interests. LT1-1-Senior (the “Private Placement Memorandum”).1) $ 31,099,000 LT1-1-Sub (1) $ 2,072,885 LT1-2-Senior (2) $ 98,863,000 LT1-2-Sub (2) $ 6,591,193 LT1-3-Senior (3) $ 249,713,000 LT1-3-Sub (3) $ 16,647,673 LT1-4-Senior (4) $ 48,425,000 LT1-4-Sub (4) $ 3,228,490

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇the Bank and Lehman Capital (collectively the "Seller"), and at the Closing Date i▇ ▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than the Class P-I and Class P-II Certificates and the Class X-A Certificates (collectivelyR Certificates, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by Certificate represents ownership of the preliminary private placement memorandum supplement, dated January 29, 2014sole class of residual interest in each of the Lower Tier REMIC, the “Preliminary Private Placement Memorandum”) Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier REMIC Regular Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a final Private Placement Memorandum dated regular interest in the Pricing Date (Middle Tier REMIC. The Middle Tier REMIC shall hold as assets the “Private Placement Memorandum”).several classes of uncertificated Lower Tier REMIC Regular Interests. Each Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier REMIC Interests, the Middle Tier REMIC Interests and the rights to Prepayment Penalty Amounts. LOWER TIER REMIC The following table specifies the class designation, interest rate, and principal amount for each class of Lower Tier REMIC Interest. Lower Tier Initial Pass-Through Rate Related Mortgage REMIC Interest Balance Pool or Pools

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Sale and Assignment Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, the holders of the REMIC II Regular InterestsNIMS Insurer. The Depositor, the Holders of the REMIC III Regular CertificatesTrustee, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Master Servicer and the Holders of the Class V and Class R Certificates. The parties hereto Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2 and REMIC 3, REMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class X-A Certificates (collectivelyX Certificate, Class R Certificate, Class D Certificate and Class P Certificate, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XX Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in footnote 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-BIO, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, 2014 (other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC 1. REMIC 1 shall hold as its assets the preliminary private placement memorandum supplement, dated January 29, 2014property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the “Preliminary Private Placement Memorandum”) Basis Risk Reserve Fund, the right to receive Prepayment Premiums, and a final Private Placement Memorandum dated portion of the Pricing interest payments on Direct Access Mortgage Loans at the DA Dividend Rate. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date (the “Private Placement Memorandum”)in August 2033.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23July 28, 2014 2006 to a Prospectus dated May 19, 2006 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, both Swap Agreements and the Supplemental Interest Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36 month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular InterestsTrustee, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Master Servicer and the Holders of the Class V and Class R Certificates. The parties hereto Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate and Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A Senior X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X, and Class P Certificates, represents the Exchangeable Certificates right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, the Basis Risk Reserve Fund, the Basis Risk Cap and the Class X-A Certificates (collectivelyX Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Registered Certificates”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) were offered for sale pursuant to the Depositor’s prospectus dated October 1class designation, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date initial principal amount for each class of REMIC 1 Lower Tier Interests. Class LT-A1 (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The 1) $ 51,399,500.00 Class XA1 Class LT-B, A2 (1) 9,079,500.00 Class XA2 Class LT-C, M1 (1) 6,765,000.00 Class D, M1 Class E, LT-M2 (1) 5,063,500.00 Class F, M2 Class G, LT-M3 (1) 1,823,000.00 Class H, M3 Class V and LT-M4 (1) 3,038,000.00 Class M4 Class LT-M5 (1) 1,418,000.00 Class M5 Class LT-B (1) 810,000.00 Class B Class LT-P (1) 50.00 Class P Class LT-Q (1) 82,637,272.54 N/A Class LT-R (2) (2) Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).___________________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLCInc. and ▇▇▇▇▇▇ Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IV, respectively). Each Certificate, other than the Class X-A Certificates (collectivelyR Certificate, represents ownership of one or more regular interests in the “Registered Certificates”) were offered REMIC IV for sale pursuant to purposes of the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XR Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the interests in any REMIC formed hereby. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, other than the Class R-1 Interest, set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and initial Class Principal Amount for each Class of REMIC I Interests: LT1-B, Class XPool 1 5.60% $ 1,540,555,640.19 LT1-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 AX(1) (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).1) LT1-Pool 2 6.00% $ 284,903,363.86 LT1-AX(2) (2) (2) LT1-2-AP 0.00% $ 206,934.00 R-1 (3) (3) ____________________

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular CertificatesClosing Date, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to Company will acquire the extent they represent the REMIC III Residual Interest, Certificates (other than the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (ivCertificates) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the right to receive Excess REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestVariable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates issued hereunder, other than the Junior Subordinate Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated March 19, 2003, and a Prospectus Supplement, dated March 19, 2003, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 21, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated January 23and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, 2014 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest _______________________ Type of Interest ______________ Certificate Interest Rate (as supplemented by 1) ______________ Initial Class Principal Balance ____________ Final Maturity Date* _____________ Class A-1-L Regular Variable (2) $ 249,500,000.00 May 2033 Class A-2-L Regular Variable (2) 115,300,000.00 May 2033 Class A-3-L Regular Variable (2) 170,000,000.00 May 2033 Class A-4-L Regular Variable (2) 123,700,000.00 May 2033 Class A-5-L Regular Variable (2) 110,200,000.00 May 2033 Class A-6-L Regular Variable (2) 244,878,000.00 May 2033 Class A-7-L Regular Variable (2) 200,000,000.00 May 2033 Class B-1-L Regular Variable (2) 13,109,000.00 May 2033 Class B-2-L Regular Variable (2) 9,988,000.00 May 2033 Class B-3-L Regular Variable (2) 4,994,000.00 May 2033 Class B-4-L Regular Variable (2) 1,872,000.00 May 2033 Class B-5-L Regular Variable (2) 1,872,000.00 May 2033 Class B-6-L Regular Variable (2) 3,124,477.61 May 2033 Class R-1+ Residual 4.733 100.00 May 2033 * The Distribution Date in the preliminary private placement memorandum supplementspecified month, dated January 29which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, 2014for each Class of REMIC I Regular and Residual Interests, the “Preliminary Private Placement Memorandum”) latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 (the “Prospectus”)REMIC I, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”REMIC II, and together with the ProspectusREMIC III, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”respectively). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class G, Class H, Class V P and Class R E Certificates will be offered represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, 2014 (as supplemented the Class P Distributable Amount, which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificate, dated January 29and the Class E Distributable Amount, 2014which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: LT1-Pool 1 5.50% $ 171,688,626.30 LT1-GSA(1) and a final Private Placement Memorandum dated the Pricing Date 5.50% $ 72,662.89 LT1-AP(1) 0.00% $ 1,239,706.00 LT1-AX(1) (the “Private Placement Memorandum”).1) (1) LT1-PAX(1) (2) (2) LT1-Pool 2 4.50% $ 170,881,496.07 LT1-AP(2) 0.00% $ 75,065.00 LT1-Pool 3 5.00% $ 56,749,900.61 LT1-GSA(3) 5.00% $ 23,988.90 LT1-AP(3) 0.00% $ 321,998.00 LT1-PAX(3) (3) (3) LT1-AX(2-3) (4) (4) R-1 (5) (5) __________________

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner The Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests andCap Agreement, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Carryover Amounts, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, (vi) the Collateral Account, and (vi) the obligations to pay Class V Certificates as consideration for its transfer to I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the right Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to receive Excess Interest. The Depositor has duly authorized herein as the execution and delivery “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelection. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate Upper Tier REMIC for purposes of the entire beneficial ownership of REMIC IProvisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (Bi) the REMIC II Regular Interests and, right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the extent they represent the REMIC II Residual Interest, the obligation to pay Class I Shortfalls. The Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial Certificate represents ownership of the sole Class A-S Specific Grantor Trust Assetsof residual interest in each of REMIC 1, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans REMIC 2 and the other property constituting the Trust are Upper Tier REMIC for the benefit of the holders purposes of the REMIC I Regular InterestsProvisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the holders Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC II Regular InterestsProvisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Holders Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates 1 and REMIC 2 and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Excluded Trust Assets.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesEstate. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts created herebyTrust Estate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, an election shall be made that portions of the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, Lower-Tier REMIC I, Lower-Tier REMIC II, REMIC 2 and REMIC 3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A Senior R Certificates, represents ownership of a regular interest in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XR Certificate represents ownership of the sole Class of residual interest in each REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several uncertificated interests in REMIC 2, other than the LT2-BR Interest, Class Xand each such interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated interests in Lower-CTier REMIC I and Lower-Tier REMIC II, Class Dother than the LT-RI and LTR-II Interests, Class Eand each such interest is hereby designated as a regular interest in Lower-Tier REMIC I or Lower-Tier REMIC II, Class Fas applicable, Class Gfor purposes of the REMIC Provisions. Lower-Tier REMIC I shall hold as its assets the Pool I Mortgage Loans and any related assets and Lower Tier REMIC II shall hold as assets the Pool II Mortgage Loans and related assets. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by purposes of the preliminary private placement memorandum supplement, dated January 29, 2014REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the designation, interest rate, and initial principal balance for each interest in Lower-Tier REMIC I, each of which, other than the LT-RI Interest, is hereby designated as a regular interest (each, a “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”REMIC LT-I Regular Interest).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇L▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Prepayment Trust, the Class A Senior P1 Distributable Amount and any FPD Premiums) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Exchangeable Certificates Class P1, Class P2, Class LT-R and Class R Certificates, and exclusive of the Class X-A Certificates (collectively, right to receive any FPD Premiums in the “Registered case of the FPD Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by represents ownership of one or more regular interests in the free writing prospectus dated January 29, 2014 (collectively, Upper Tier REMIC for purposes of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, dated January 29, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) and a final Private Placement Memorandum dated date provided in the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trust Fund (other than the rights to Prepayment Penalty Amounts, the Cap Agreements, the Cap Agreement Reserve Fund, and the interests in the grantor trusts described in Section 10.01 hereof) shall be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, (REMIC 5 also being referred to herein as the "Upper Tier REMIC")). Each Certificate, other than the Class P-I, Class P-II, Class P-III, Class P-IV, Class CX and the Class X-A Certificates (collectivelyR Certificate, represents ownership of one or more regular interests in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-BR Certificate represents ownership of the sole class of residual interest in each of REMIC 1, Class X-CREMIC 2, Class DREMIC 3, Class EREMIC 4, Class F, Class G, Class H, Class V and Class R Certificates will be offered REMIC 5 for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as supplemented by assets the preliminary private placement memorandum supplement, dated January 29, 2014several classes of uncertificated REMIC 4 Regular Interests, the “Preliminary Private Placement Memorandum”) Class LT2-3AXIO Interest, the Class LT2-3PAXIO Interest, the Class LT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a final Private Placement Memorandum dated regular interest in REMIC 4. REMIC 4 shall hold as assets the Pricing Date (several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the “Private Placement Memorandum”)several classes of uncertificated REMIC 2 Regular Interests, other than the Class LT2-3AXIO Interest, the Class LT2-3PAXIO Interest, the Class LT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the REMIC 2 Regular Interests, the REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5 Regular Interests, the Cap Agreements, the Cap Agreement Reserve Fund, the rights to Prepayment Penalty Amounts and interests in the grantor trusts described in Section 10.01 hereof.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCH”), Bank of America, National Association, as seller (“BANASeller”), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Trustee and the Holders of the Class V and Class R Certificates. The parties hereto Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, elections shall be made in accordance with the provisions of Section 10.01 that the Trust Fund (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class A Senior Certificates, the Exchangeable P Certificates and the Class XP Reserve Funds, (vi) the Funding Account and 1-A Certificates X Component Account, (collectivelyvii) the Lower Tier Interests and (viii) the right to receive FPD Premiums) be treated for federal income tax purposes as comprising nine real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the SWAP REMIC,” “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the REMIC I-1,” “Free Writing Prospectus”, REMIC I-2,” “REMIC I-3,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC III-1” and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC III-2”). Each Group I Certificate and the Class X Certificate represents ownership of one or more regular interests in REMIC I-3 for purposes of the REMIC Provisions. In addition, each Group I Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class I Shortfalls. In addition, the Class X Certificates represent the right to receive FPD Premiums with respect to Pool 1. The Class XR-BI Certificate represents ownership of the sole Class of residual interest in each of the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC I-3 for purposes of the REMIC Provisions. Each Group II Certificate (other than the Class XR-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered II Certificate) represents ownership of regular interests in REMIC II-3 for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by purposes of the preliminary private placement memorandum supplement, dated January 29, 2014REMIC Provisions. In addition, the “Preliminary Private Placement Memorandum”Class 3-AX Certificates represent the right to receive FPD Premiums with respect to Pool 3. The Class R-II Certificate represents ownership of the sole Class of residual interest in each of REMIC II-1, REMIC II-2 and REMIC II-3. Each Group III Certificate (other than the Class R-III Certificate) represents ownership of regular interests in REMIC III-2 for purposes of the REMIC Provisions. In addition, the Class 4-AX Certificates represent the right to receive FPD Premiums with respect to Pool 4. The Class R-III Certificate represents ownership of the sole Class of residual interest in each of REMIC III-1 and a final Private Placement Memorandum dated REMIC III-2. REMIC I-3 shall hold as its assets the Pricing Date classes of REMIC I-2 Regular Interests and the REMIC I-2 Regular Interests are hereby designated as regular interests in REMIC I-2. REMIC I-2 shall hold as its assets the classes of REMIC I-1 Regular Interests and the REMIC I-1 Regular Interests are hereby designated as regular interests in REMIC I-1. REMIC I-1 shall hold as its assets the classes of SWAP REMIC Regular Interests and the SWAP REMIC Regular Interests are hereby designated as regular interests in the SWAP REMIC. The SWAP REMIC shall hold as its assets the property of the Trust Fund related to Pool 1 other than (i) the “Private Placement Memorandum”Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and the 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums. The following table sets forth (or describes) the Class designations, interest rate and initial principal amount for each Class of SWAP REMIC Interests: Class Designation Initial Principal Balance Interest Rate SW-Z $15,433,580.220 (1) SW2A $7,403,217.000 (2) SW2B $7,403,217.000 (3) SW3A $7,141,771.000 (2) SW3B $7,141,771.000 (3) SW4A $6,889,555.500 (2) SW4B $6,889,555.500 (3) SW5A $6,646,245.000 (2) SW5B $6,646,245.000 (3) SW6A $6,411,525.500 (2) SW6B $6,411,525.500 (3) SW7A $6,185,093.000 (2) SW7B $6,185,093.000 (3) SW8A $5,966,655.000 (2) SW8B $5,966,655.000 (3) SW9A $5,755,930.500 (2) SW9B $5,755,930.500 (3) SW10A $5,552,645.500 (2) SW10B $5,552,645.500 (3) SW11A $5,489,764.500 (2) SW11B $5,489,764.500 (3) SW12A $5,162,474.500 (2) SW12B $5,162,474.500 (3) SW13A $5,884,195.000 (2) SW13B $5,884,195.000 (3) SW14A $5,638,631.500 (2) SW14B $5,638,631.500 (3) SW15A $5,403,315.500 (2) SW15B $5,403,315.500 (3) SW16A $5,267,367.500 (2) SW16B $5,267,367.500 (3) SW17A $4,957,955.500 (2) SW17B $4,957,955.500 (3) SW18A $4,751,041.000 (2) SW18B $4,751,041.000 (3) SW19A $4,697,512.000 (2) SW19B $4,697,512.000 (3) SW20A $4,356,721.000 (2) SW20B $4,356,721.000 (3) SW21A $4,174,894.000 (2) SW21B $4,174,894.000 (3) SW22A $4,030,379.000 (2) SW22B $4,030,379.000 (3) SW23A $4,067,156.000 (2) SW23B $4,067,156.000 (3) SW24A $3,662,613.500 (2) SW24B $3,662,613.500 (3) SW25A $4,091,816.500 (2) SW25B $4,091,816.500 (3) SW26A $3,892,707.500 (2) SW26B $3,892,707.500 (3) SW27A $3,750,272.000 (2) SW27B $3,750,272.000 (3) SW28A $3,520,795.500 (2) SW28B $3,520,795.500 (3) SW29A $3,349,468.000 (2) SW29B $3,349,468.000 (3) SW30A $3,224,622.000 (2) SW30B $3,224,622.000 (3) SW31A $3,029,561.000 (2) SW31B $3,029,561.000 (3) SW32A $2,882,134.500 (2) SW32B $2,882,134.500 (3) SW33A $3,225,297.500 (2) SW33B $3,225,297.500 (3) SW34A $5,014,816.500 (2) SW34B $5,014,816.500 (3) SW35A $4,062,001.000 (2) SW35B $4,062,001.000 (3) SW36A $2,352,821.000 (2) SW36B $2,352,821.000 (3) SW37A $2,028,460.000 (2) SW37B $2,028,460.000 (3) SW38A $1,929,754.500 (2) SW38B $1,929,754.500 (3) SW39A $1,835,850.500 (2) SW39B $1,835,850.500 (3) SW40A $1,746,515.500 (2) SW40B $1,746,515.500 (3) SW41A $1,661,527.500 (2) SW41B $1,661,527.500 (3) SW42A $1,580,674.000 (2) SW42B $1,580,674.000 (3) SW43A $1,503,754.500 (2) SW43B $1,503,754.500 (3) SW44A $1,430,577.500 (2) SW44B $1,430,577.500 (3) SW45A $1,360,961.500 (2) SW45B $1,360,961.500 (3) SW46A $1,294,732.500 (2) SW46B $1,294,732.500 (3) SW47A $1,318,734.500 (2) SW47B $1,318,734.500 (3) SW48A $1,167,429.500 (2) SW48B $1,167,429.500 (3) SW49A $1,110,622.500 (2) SW49B $1,110,622.500 (3) SW50A $1,056,578.500 (2) SW50B $1,056,578.500 (3) SW51A $1,005,165.000 (2) SW51B $1,005,165.000 (3) SW52A $982,398.500 (2) SW52B $982,398.500 (3) SW53A $958,354.000 (2) SW53B $958,354.000 (3) SW54A $861,816.000 (2) SW54B $861,816.000 (3) SW55A $819,878.500 (2) SW55B $819,878.500 (3) SW56A $854,711.000 (2) SW56B $854,711.000 (3) SW57A $1,129,931.500 (2) SW57B $1,129,931.500 (3) SW58A $14,040,610.000 (2) SW58B $14,040,610.000 (3) SW-R (4) (4).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Trustee and the Holders of the Class V and Class R Certificates. The parties hereto Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund (exclusive of the Class E Distributable Amount, the Class A1 Reserve Fund, the Class A1 Cap Agreement, the Class X Cap and the Class X-A Certificates rights to receive (collectivelyand the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4 also being referred to as the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusUpper Tier REMIC”). Each Certificate, other than the Class X Certificate, the Class E Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class XX Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 12 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-BIO, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Class R Certificates will be offered Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, and the Upper Tier REMIC for sale pursuant purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than (i) the Lower Tier Interests in REMIC 1, (ii) the Class E Distributable Amount, (iii) the Class A1 Reserve Fund, (iv) the Class A1 Cap Agreement, (v) the Class X Cap and (vi) the rights and obligations with respect to a Preliminary Private Placement Memorandum dated January 23the payment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, 2014 (as supplemented by for purposes of the preliminary private placement memorandum supplement, dated January 29, 2014REMIC Provisions, the “Preliminary Private Placement Memorandum”) latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and a final Private Placement Memorandum dated REMIC 4, and for purposes of the Pricing Date (interpreting the “Private Placement Memorandum”)provisions of the Agreement concerning REMIC administration set forth in Article X hereof, the following terms have the meanings set forth below.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund (exclusive of the Supplemental Interest Trust, the Cap Agreements and Basis Risk Reserve Funds (the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Certificate, other than the Class X, Class LT-A Certificates (collectivelyR or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I, dated January 29REMIC II and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23December 14, 2014 2006 to a Prospectus dated May 19, 2006 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, the Carryover Reserve Fund, the Cap Account and the Swap Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and for the benefit of the Certificate Insurer. The Depositor, the holders of the REMIC II Regular InterestsMaster Servicer, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Securities Administrator and the Holders of the Class V and Class R Certificates. The parties hereto Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplementProspectus, dated January 2928, 20142004, and a Prospectus Supplement, dated August 25, 2004 of the Depositor (together, the “Preliminary Private Placement Memorandum”"Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and a final Private Placement Memorandum dated such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Pricing Date (Class R Certificate shall represent the “Private Placement Memorandum”sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)., the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) LTI-1 $425,154,869.32 Variable(2) July 25, 2034 LTI-IO-1 $12,202,800.00 Variable(2) July 25, 2034 LTI-IO-2 $12,202,700.00 Variable(2) July 25, 2034 LTI-IO-3 $12,202,800.00 Variable(2) July 25, 2034 LTI-IO-4 $24,405,500.00 Variable(2) July 25, 2034 LTI-P $100 Variable(2) July 25, 2034 _______________ --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC II, respectively). Each Certificate, other than the Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC II for purposes of the REMIC Provisions. The Class A Senior Certificates, P Certificates represent interests in the Exchangeable Certificates Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I and REMIC II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and the Class X-A Certificates (collectivelyP Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented which is beneficially owned by the free writing prospectus dated January 29holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2014 (collectivelyother than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the “Free Writing Prospectus”Class designation, interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date principal amount for each Class of REMIC I Interests: LT1-A1 5.50% $107,838,000.00 Class 1-A1 LT1-A2 5.50% $ 85,562,000.00 Class 1-A2 LT1-A3 5.50% $ 15,052,000.00 Class 1-A3 LT1-A4 5.50% $ 8,607,000.00 Class 1-A4 LT2-A1 5.50% $359,761,000.00 Class 2-A1 LT2-A2 5.50% $ 40,538,000.00 Class 2-A2 LT2-A3 5.50% $ 34,000,000.00 Class 2-A3 LT3-A1 6.00% $230,812,000.00 Class 3-A1 LT3-A2 6.00% $ 9,618,000.00 Class 3-A2 LT4-A1 (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The 1) $110,467,000.00 Class X4-B, A1 LT-AP 0.00% $ 7,499,894.00 Class XAP LT-C, AX (2) (2) Class D, AX LT-PAX (3) (3) Class E, Class F, Class G, Class H, Class V and PAX LT1-AR 5.50% $ 100.00 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 LT1-GSA (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”4) and a final Private Placement Memorandum dated the Pricing Date $ 89,298.40 N/A LT1-Collateral Group (the “Private Placement Memorandum”4) $ 8,840,541.48 N/A LT2-GSA (5) $ 178,096.84 N/A LT2-Collateral Group (5) $ 17,631,586.97 N/A LT3-GSA (6) $ 97,577.76 N/A LT3-Collateral Group (6) $ 9,660,198.17 N/A LT4-GSA (1) $ 44,832.20 N/A LT4-Collateral Group (1) $ 4,438,387.47 N/A R-1 (7) (7) (7).

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V CE and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23June 25, 2014 2007 to a Prospectus dated June 11, 2007 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) and a final Private Placement Memorandum dated the Pricing Date (). The Trust Fund created hereunder is intended to be the “Private Placement Memorandum”Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II and REMIC III be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans and related assets (other than the Reserve Fund, the Supplemental Interest Trust, and the Swap Account). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner The Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (iiu) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; Cap Agreement (iii) the REMIC III Regular Certificatesright to receive and the obligation to pay Basis Risk Carryover Amounts, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class V Certificates as consideration for its transfer to I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the right Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,”; REMIC 3 also being referred to receive Excess Interest. The Depositor has duly authorized herein as the execution and delivery “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelection. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate Upper Tier REMIC for purposes of the entire beneficial ownership of REMIC IProvisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (Bi) the REMIC II Regular Interests and, right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the extent they represent the REMIC II Residual Interest, the obligation to pay Class I Shortfalls. The Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial Certificate represents ownership of the sole Class A-S Specific Grantor Trust Assetsof residual interest in each of REMIC 1, (E) REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class B CertificatesLT2-R interest, representing and each such Lower Tier Interest is hereby designated as a regular interest in the aggregate the entire beneficial ownership REMIC 2 for purposes of the Class B Specific Grantor Trust AssetsREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, (F) and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the Class C Certificates, representing in the aggregate the entire beneficial ownership property of the Class C Specific Grantor Trust Assets, (G) Fund other than the Class PST Certificates, representing Lower Tier Interests in REMIC 1 and REMIC 2 and the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Excluded Trust Assets. Excess Interest received on The following table sets forth the Mortgage Loans shall be held designations, principal balances and interest rates for each interest in the Grantor Trust for the benefit REMIC 1, each of the Holders of which (other than the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 1 (the “ProspectusREMIC 1 Regular Interests”): LT1-A $ 25,780,631.20 (1 ) LT1-F1 $ 3,834,949.26 (2 ) LT1-V1 $ 3,834,949.26 (3 ) LT1-F2 $ 4,392,183.35 (2 ) LT1-V2 $ 4,392,183.35 (3 ) LT1-F3 $ 4,930,349.57 (2 ) LT1-V3 $ 4,930,349.57 (3 ) LT1-F4 $ 5,443,289.45 (2 ) LT1-V4 $ 5,443,289.45 (3 ) LT1-F5 $ 5,924,612.01 (2 ) LT1-V5 $ 5,924,612.01 (3 ) LT1-F6 $ 6,368,494.20 (2 ) LT1-V6 $ 6,368,494.20 (3 ) LT1-F7 $ 6,071,750.18 (2 ) LT1-V7 $ 6,071,750.18 (3 ) LT1-F8 $ 5,776,668.58 (2 ) LT1-V8 $ 5,776,668.58 (3 ) LT1-F9 $ 5,495,927.68 (2 ) LT1-V9 $ 5,495,927.68 (3 ) LT1-F10 $ 5,228,830.54 (2 ) LT1-V10 $ 5,228,830.54 (3 ) LT1-F11 $ 4,974,714.07 (2 ) LT1-V11 $ 4,974,714.07 (3 ) LT1-F12 $ 4,732,947.44 (2 ) LT1-V12 $ 4,732,947.44 (3 ) LT1-F13 $ 4,502,930.45 (2 ) LT1-V13 $ 4,502,930.45 (3 ) LT1-F14 $ 4,284,092.08 (2 ) LT1-V14 $ 4,284,092.08 (3 ) LT1-F15 $ 4,077,346.63 (2 ) LT1-V15 $ 4,077,346.63 (3 ) LT1-F16 $ 3,879,032.23 (2 ) LT1-V16 $ 3,879,032.23 (3 ) LT1-F17 $ 6,962,774.90 (2 ) LT1-V17 $ 6,962,774.90 (3 ) LT1-F18 $ 6,326,980.58 (2 ) LT1-V18 $ 6,326,980.58 (3 ) LT1-F19 $ 5,723,968.20 (2 ) LT1-V19 $ 5,723,968.20 (3 ) LT1-F20 $ 5,151,079.61 (2 ) LT1-V20 $ 5,151,079.61 (3 ) LT1-F21 $ 4,639,019.07 (2 ) LT1-V21 $ 4,639,019.07 (3 ) LT1-F22 $ 2,699,234.04 (2 ) LT1-V22 $ 2,699,234.04 (3 ) LT1-F23 $ 2,514,317.96 (2 ) LT1-V23 $ 2,514,317.96 (3 ) LT1-F24 $ 2,370,595.08 (2 ) LT1-V24 $ 2,370,595.08 (3 ) LT1-F25 $ 3,059,691.97 (2 ) LT1-V25 $ 3,059,691.97 (3 ) LT1-F26 $ 2,815,452.51 (2 ) LT1-V26 $ 2,815,452.51 (3 ) LT1-F27 $ 2,578,987.17 (2 ) LT1-V27 $ 2,578,987.17 (3 ) LT1-F28 $ 2,364,027.49 (2 ) LT1-V28 $ 2,364,027.49 (3 ) LT1-F29 $ 1,133,930.01 (2 ) LT1-V29 $ 1,133,930.01 (3 ) LT1-F30 $ 1,730,842.06 (2 ) LT1-V30 $ 1,730,842.06 (3 ) LT1-F31 $ 1,308,461.62 (2 ) LT1-V31 $ 1,308,461.62 (3 ) LT1-F32 $ 1,223,918.26 (2 ) LT1-V32 $ 1,223,918.26 (3 ) LT1-F33 $ 1,149,695.58 (2 ) LT1-V33 $ 1,149,695.58 (3 ) LT1-F34 $ 1,079,969.16 (2 ) LT1-V34 $ 1,079,969.16 (3 ) LT1-F35 $ 1,014,466.88 (2 ) LT1-V35 $ 1,014,466.88 (3 ) LT1-F36 $ 15,688,704.61 (2 ) LT1-V36 $ 15,688,704.61 (3 ), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior As provided herein, the Trustee shall elect that the Trust Fund (excluding the Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Exchangeable Certificates Class P, Class LT-R and the Class X-A Certificates (collectively, the “Registered R Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by represents ownership of one or more regular interests in the free writing prospectus dated January 29, 2014 (collectively, Upper Tier REMIC for purposes of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, dated January 29, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) and a final Private Placement Memorandum dated date provided in the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23September 28, 2014 2006 to a Prospectus dated May 19, 2006 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, the Cap Account and both Swap Accounts), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Lehman Capital, A Division of Lehman Brothers Holdings Inc. and Lehman Brothers Bank, FSB (each, ▇ "▇▇ller") and at the Closin▇ ▇▇▇▇▇▇ is the owner of the Mortgag▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans s and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R CertificatesCertificate Insurer. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A Senior CertificatesP and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R Interest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier Interests, the Exchangeable Certificates Class A4 Reserve Fund, the Rounding Account, the right to Prepayment Penalty Amounts, and the Class X-A Certificates (collectivelyE Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented which is beneficially owned by the free writing prospectus dated January 29, 2014 (collectively, holder of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)E Certificate.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular CertificatesClosing Date, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of Company will acquire the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the right REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class P Certificates and the Class C Certificates), the Class L3-C Regular Interest, the Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest from the Trust as consideration for its transfer to receive Excess the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the Closing Date, the Company will acquire the Class C Certificates and the Class R-4 Residual Interest as consideration for its transfer to the Trust of the Class L3-C Regular Interest and will be the owner of the Class C Certificates and the Class R-4 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class P Certificates and the Class R-5 Residual Interest as consideration for its transfer to the Trust of the Class L3-P Regular Interest and will be the owner of the Class P Certificates and the Class R-5 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class L6-SW Regular Interest and the Class R-6 Residual Interest as consideration for its transfer to the Trust of the Class L3-SW Regular Interest and will be the owner of the Class L6-SW Regular Interest and the Class R-6 Residual Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests andand the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the extent they represent Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class C and Class P Certificates), the Class L3-C Regular Interest, the Class R CertificatesL3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest, representing in the aggregate the entire beneficial ownership of interest in REMIC IIII, (Bvii) the REMIC II Regular Interests and, conveyance to the extent they represent Trust of the REMIC II Class L3-C Regular Interest, (viii) the issuance to the Company of the Class C Certificates and the Class R-4 Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of interest in REMIC IIIV, (Cix) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, conveyance to the extent they represent Trust of the REMIC III Class L3-P Regular Interest, (x) the issuance to the Company of the Class P Certificates and the Class R-5 Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of interest in REMIC IIIV, (Dxi) the conveyance to the Trust of the Class AL3-S CertificatesSW Regular Interest, (x) the issuance to the Company of the L6-SW Regular Interest and the Class R-6 Residual Interest, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing interest in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust AssetsREMIC VI. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class A Senior C Certificates, the Exchangeable Class P Certificates and the Class X-A Certificates (collectivelyResidual Certificates, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplementProspectus, dated January 29February 13, 20142007, and a Prospectus Supplement, dated March 7, 2007, of the Company (together, the “Preliminary Private Placement MemorandumProspectus”) and a final Private Placement Memorandum dated the Pricing Date (). The Trust created hereunder is the “Private Placement Memorandum”).Trust” described in the Prospectus and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate or Pass-Through Rate, initial Class Principal Balance, initial Certificate Principal Balance and Assumed Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the Class L6-SW Regular Interest, the Certificates and the Residual Interests: Class L1-Y-X Regular Variable (2) 100,250,870.74 February 2047 Class L1-Y-1A Regular Variable (3) 2,277,768.14 April 2007 February 2047 Class L1-Y-1B Regular Variable (4) 2,277,768.14 February 2047 Class L1-Y-2A Regular Variable (3) 2,644,127.25 May 2007 February 2047 Class L1-Y-2B Regular Variable (4) 2,644,127.25 February 2047 Class L1-Y-3A Regular Variable (3) 2,946,450.50 June 2007 February 2047 Class L1-Y-3B Regular Variable (4) 2,946,450.50 February 2047 Class L1-Y-4A Regular Variable (3) 3,181,018.81 July 2007 February 2047 Class L1-Y-4B Regular Variable (4) 3,181,018.81 February 2047 Class L1-Y-5A Regular Variable (3) 1,821,309.72 August 2007 February 2047 Class L1-Y-5B Regular Variable (4) 1,821,309.72 February 2047 Class L1-Y-6A Regular Variable (3) 2,069,587.00 September 2007 February 2047 Class L1-Y-6B Regular Variable (4) 2,069,587.00 February 2047 Class L1-Y-7A Regular Variable (3) 2,318,552.48 October 2007 February 2047 Class L1-Y-7B Regular Variable (4) 2,318,552.48 February 2047 Class L1-Y-8A Regular Variable (3) 2,979,613.88 November 2007 February 2047 Class L1-Y-8B Regular Variable (4) 2,979,613.88 February 2047 Class L1-Y-9A Regular Variable (3) 3,895,152.71 December 2007 February 2047 Class L1-Y-9B Regular Variable (4) 3,895,152.71 February 2047 Class L1-Y-10A Regular Variable (3) 4,380,773.86 January 2008 February 2047 Class L1-Y-10B Regular Variable (4) 4,380,773.86 February 2047 Class L1-Y-11A Regular Variable (3) 4,317,869.17 February 2008 February 2047 Class L1-Y-11B Regular Variable (4) 4,317,869.17 February 2047 Class L1-Y-12A Regular Variable (3) 4,031,444.26 March 2008 February 2047 Class L1-Y-12B Regular Variable (4) 4,031,444.26 February 2047 Class L1-Y-13A Regular Variable (3) 3,730,937.84 April 2008 February 2047 Class L1-Y-13B Regular Variable (4) 3,730,937.84 February 2047 Class L1-Y-14A Regular Variable (3) 3,463,676.99 May 2008 February 2047 Class L1-Y-14B Regular Variable (4) 3,463,676.99 February 2047 Class L1-Y-15A Regular Variable (3) 3,212,682.63 June 2008 February 2047 Class L1-Y-15B Regular Variable (4) 3,212,682.63 February 2047 Class L1-Y-16A Regular Variable (3) 3,010,760.12 July 2008 February 2047 Class L1-Y-16B Regular Variable (4) 3,010,760.12 February 2047 Class L1-Y-17A Regular Variable (3) 2,862,817.95 August 2008 February 2047 Class L1-Y-17B Regular Variable (4) 2,862,817.95 February 2047 Class L1-Y-18A Regular Variable (3) 2,701,274.32 September 2008 February 2047 Class L1-Y-18B Regular Variable (4) 2,701,274.32 February 2047 Class L1-Y-19A Regular Variable (3) 2,551,498.52 October 2008 February 2047 Class L1-Y-19B Regular Variable (4) 2,551,498.52 February 2047 Class L1-Y-20A Regular Variable (3) 3,620,263.08 November 2008 February 2047 Class L1-Y-20B Regular Variable (4) 3,620,263.08 February 2047 Class L1-Y-21A Regular Variable (3) 4,665,335.90 December 2008 February 2047 Class L1-Y-21B Regular Variable (4) 4,665,335.90 February 2047 Class L1-Y-22A Regular Variable (3) 26,877,814.94 January 2009 February 2047 Class L1-Y-22B Regular Variable (4) 26,877,814.94 February 2047 Class L1-Y-23A Regular Variable (3) 3,922,450.72 February 2009 February 2047 Class L1-Y-23B Regular Variable (4) 3,922,450.72 February 2047 Class L1-Y-24A Regular Variable (3) 3,068,625.08 March 2009 February 2047 Class L1-Y-24B Regular Variable (4) 3,068,625.08 February 2047 Class L1-Y-25A Regular Variable (3) 2,540,012.97 April 2009 February 2047 Class L1-Y-25B Regular Variable (4) 2,540,012.97 February 2047 Class L1-Y-26A Regular Variable (3) 2,189,212.36 May 2009 February 2047 Class L1-Y-26B Regular Variable (4) 2,189,212.36 February 2047 Class L1-Y-27A Regular Variable (3) 1,936,425.81 June 2009 February 2047 Class L1-Y-27B Regular Variable (4) 1,936,425.81 February 2047 Class L1-Y-28A Regular Variable (3) 1,754,088.24 July 2009 February 2047 Class L1-Y-28B Regular Variable (4) 1,754,088.24 February 2047 Class L1-Y-29A Regular Variable (3) 1,617,899.39 August 2009 February 2047 Class L1-Y-29B Regular Variable (4) 1,617,899.39 February 2047 Class L1-Y-30A Regular Variable (3) 92,044.39 September 2009 February 2047 Class L1-Y-30B Regular Variable (4) 92,044.39 February 2047 Class L1-Y-31A Regular Variable (3) 92,044.16 October 2009 February 2047 Class L1-Y-31B Regular Variable (4) 92,044.16 February 2047 Class L1-Y-32A Regular Variable (3) 627,741.92 November 2009 February 2047 Class L1-Y-32B Regular Variable (4) 627,741.92 February 2047 Class L1-Y-33A Regular Variable (3) 1,434,852.45 December 2009 February 2047 Class L1-Y-33B Regular Variable (4) 1,434,852.45 February 2047 Class L1-Y-34A Regular Variable (3) 1,367,510.80 January 2010 February 2047 Class L1-Y-34B Regular Variable (4) 1,367,510.80 February 2047 Class L1-Y-35A Regular Variable (3) 1,269,599.42 February 2010 February 2047 Class L1-Y-35B Regular Variable (4) 1,269,599.42 February 2047 Class L1-Y-36A Regular Variable (3) 1,915,321.51 March 2010 February 2047 Class L1-Y-36B Regular Variable (4) 1,915,321.51 February 2047 Class L1-Y-37A Regular Variable (3) 1,044,616.25 April 2010 February 2047 Class L1-Y-37B Regular Variable (4) 1,044,616.25 February 2047 Class L1-Y-38A Regular Variable (3) 972,792.27 May 2010 February 2047 Class L1-Y-38B Regular Variable (4) 972,792.27 February 2047 Class L1-Y-39A Regular Variable (3) 903,283.82 June 2010 February 2047 Class L1-Y-39B Regular Variable (4) 903,283.82 February 2047 Class L1-Y-40A Regular Variable (3) 837,829.45 July 2010 February 2047 Class L1-Y-40B Regular Variable (4) 837,829.45 February 2047 Class L1-Y-41A Regular Variable (3) 780,349.45 August 2010 February 2047 Class L1-Y-41B Regular Variable (4) 780,349.45 February 2047 Class L1-Y-42A Regular Variable (3) 717,480.22 September 2010 February 2047 Class L1-Y-42B Regular Variable (4) 717,480.22 February 2047 Class L1-Y-43A Regular Variable (3) 645,688.24 October 2010 February 2047 Class L1-Y-43B Regular Variable (4) 645,688.24 February 2047 Class L1-Y-44A Regular Variable (3) 608,455.82 November 2010 February 2047 Class L1-Y-44B Regular Variable (4) 608,455.82 February 2047 Class L1-Y-45A Regular Variable (3) 574,781.08 December 2010 February 2047 Class L1-Y-45B Regular Variable (4) 574,781.08 February 2047 Class L1-Y-46A Regular Variable (3) 546,886.99 January 2011 February 2047 Class L1-Y-46B Regular Variable (4) 546,886.99 February 2047 Class L1-Y-47A Regular Variable (3) 519,983.16 February 2011 February 2047 Class L1-Y-47B Regular Variable (4) 519,983.16 February 2047 Class L1-Y-48A Regular Variable (3) 503,544.68 March 2011 February 2047 Class L1-Y-48B Regular Variable (4) 503,544.68 February 2047 Class L1-Y-49A Regular Variable (3) 474,602.07 April 2011 February 2047 Class L1-Y-49B Regular Variable (4) 474,602.07 February 2047 Class L1-Y-50A Regular Variable (3) 457,650.15 May 2011 February 2047 Class L1-Y-50B Regular Variable (4) 457,650.15 February 2047 Class L1-Y-51A Regular Variable (3) 435,637.09 June 2011 February 2047 Class L1-Y-51B Regular Variable (4) 435,637.09 February 2047 Class L1-Y-52A Regular Variable (3) 417,464.44 July 2011 February 2047 Class L1-Y-52B Regular Variable (4) 417,464.44 February 2047 Class L1-Y-53A Regular Variable (3) 396,390.30 August 2011 February 2047 Class L1-Y-53B Regular Variable (4) 396,390.30 February 2047 Class L1-Y-54A Regular Variable (3) 377,340.43 September 2011 February 2047 Class L1-Y-54B Regular Variable (4) 377,340.43 February 2047 Class L1-Y-55A Regular Variable (3) 443,907.56 October 2011 February 2047 Class L1-Y-55B Regular Variable (4) 443,907.56 February 2047 Class L1-Y-56A Regular Variable (3) 412,465.00 November 2011 February 2047 Class L1-Y-56B Regular Variable (4) 412,465.00 February 2047 Class L1-Y-57A Regular Variable (3) 451,544.17 December 2011 February 2047 Class L1-Y-57B Regular Variable (4) 451,544.17 February 2047 Class L1-Y-58A Regular Variable (3) 440,886.57 January 2012 February 2047 Class L1-Y-58B Regular Variable (4) 440,886.57 February 2047 Class L1-Y-59A Regular Variable (3) 6,998,800.13 February 2012 February 2047 Class L1-Y-59B Regular Variable (4) 6,998,800.13 February 2047 Class L1-Z-X Regular Variable (2) 117,458,176.26 February 2047 Class L1-Z-1A Regular Variable (3) 2,668,729.86 April 2007 February 2047 Class L1-Z-1B Regular Variable (4) 2,668,729.86 February 2047 Class L1-Z-2A Regular Variable (3) 3,097,971.75 May 2007 February 2047 Class L1-Z-2B Regular Variable (4) 3,097,971.75 February 2047 Class L1-Z-3A Regular Variable (3) 3,452,186.50 June 2007 February 2047 Class L1-Z-3B Regular Variable (4) 3,452,186.50 February 2047 Class L1-Z-4A Regular Variable (3) 3,727,016.69 July 2007 February 2047 Class L1-Z-4B Regular Variable (4) 3,727,016.69 February 2047 Class L1-Z-5A Regular Variable (3) 2,133,923.78 August 2007 February 2047 Class L1-Z-5B Regular Variable (4) 2,133,923.78 February 2047 Class L1-Z-6A Regular Variable (3) 2,424,816.00 September 2007 February 2047 Class L1-Z-6B Regular Variable (4) 2,424,816.00 February 2047 Class L1-Z-7A Regular Variable (3) 2,716,514.52 October 2007 February 2047 Class L1-Z-7B Regular Variable (4) 2,716,514.52 February 2047 Class L1-Z-8A Regular Variable (3) 3,491,042.12 November 2007 February 2047 Class L1-Z-8B Regular Variable (4) 3,491,042.12 February 2047 Class L1-Z-9A Regular Variable (3) 4,563,726.29 December 2007 February 2047 Class L1-Z-9B Regular Variable (4) 4,563,726.29 February 2047 Class L1-Z-10A Regular Variable (3) 5,132,700.64 January 2008 February 2047 Class L1-Z-10B Regular Variable (4) 5,132,700.64 February 2047 Class L1-Z-11A Regular Variable (3) 5,058,998.83 February 2008 February 2047 Class L1-Z-11B Regular Variable (4) 5,058,998.83 February 2047 Class L1-Z-12A Regular Variable (3) 4,723,411.24 March 2008 February 2047 Class L1-Z-12B Regular Variable (4) 4,723,411.24 February 2047 Class L1-Z-13A Regular Variable (3) 4,371,325.16 April 2008 February 2047 Class L1-Z-13B Regular Variable (4) 4,371,325.16 February 2047 Class L1-Z-14A Regular Variable (3) 4,058,191.01 May 2008 February 2047 Class L1-Z-14B Regular Variable (4) 4,058,191.01 February 2047 Class L1-Z-15A Regular Variable (3) 3,764,115.37 June 2008 February 2047 Class L1-Z-15B Regular Variable (4) 3,764,115.37 February 2047 Class L1-Z-16A Regular Variable (3) 3,527,534.38 July 2008 February 2047 Class L1-Z-16B Regular Variable (4) 3,527,534.38 February 2047 Class L1-Z-17A Regular Variable (3) 3,354,199.05 August 2008 February 2047 Class L1-Z-17B Regular Variable (4) 3,354,199.05 February 2047 Class L1-Z-18A Regular Variable (3) 3,164,927.68 September 2008 February 2047 Class L1-Z-18B Regular Variable (4) 3,164,927.68 February 2047 Class L1-Z-19A Regular Variable (3) 2,989,443.98 October 2008 February 2047 Class L1-Z-19B Regular Variable (4) 2,989,443.98 February 2047 Class L1-Z-20A Regular Variable (3) 4,241,653.92 November 2008 February 2047 Class L1-Z-20B Regular Variable (4) 4,241,653.92 February 2047 Class L1-Z-21A Regular Variable (3) 5,466,105.60 December 2008 February 2047 Class L1-Z-21B Regular Variable (4) 5,466,105.60 February 2047 Class L1-Z-22A Regular Variable (3) 31,491,189.06 January 2009 February 2047 Class L1-Z-22B Regular Variable (4) 31,491,189.06 February 2047 Class L1-Z-23A Regular Variable (3) 4,595,709.78 February 2009 February 2047 Class L1-Z-23B Regular Variable (4) 4,595,709.78 February 2047 Class L1-Z-24A Regular Variable (3) 3,595,331.42 March 2009 February 2047 Class L1-Z-24B Regular Variable (4) 3,595,331.42 February 2047 Class L1-Z-25A Regular Variable (3) 2,975,987.03 April 2009

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular InterestsTrustee, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Master Servicer and the Holders of the Class V and Class R Certificates. The parties hereto Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, Class P Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A Senior P Certificate represents ownership of a regular interest in REMIC 1. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the Exchangeable Certificates right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X-A Certificates (collectivelyX Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Registered Certificates”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) were offered for sale pursuant to the Depositor’s prospectus dated October 1class designation, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”initial principal amount for each class of REMIC 1 Lower Tier Interests. LT1-1AIO-1 (1) $ 38,416,709.00 LT1-1AIO-2 (1) $ 57,624,489.00 LT1-1AIO-3 (1) $ 115,249,552.00 LT1-Pool 1 (1) $ 428,984,084.47 LT1-2AIO-1 (2) $ 28,397,291.00 LT1-2AIO-2 (2) $ 42,595,511.00 LT1-2AIO-3 (2) $ 85,191,448.00 LT1-Pool 2 (2) $ 315,888,843.07 P (3) $ 100.00 LT1-R (4) (4), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BB-3, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V B-4 and Class R B-5 Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated August 25, 2003, and a Prospectus Supplement, dated August 25, 2003 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated January 23August 28, 2014 (2003. The Trust Fund created hereunder is intended to be the "Trust" as supplemented by described in the preliminary private placement memorandum supplement, dated January 29, 2014, Prospectus and the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated and the Pricing Date (Certificates are intended to be the “Private Placement Memorandum”)"Certificates" described therein.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular CertificatesClosing Date, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to Company will acquire the extent they represent the REMIC III Residual Interest, Certificates (other than the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (ivCertificates) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the right to receive Excess InterestREMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, other than the Exchangeable Junior Subordinate Certificates and the Class X-A Certificates (collectivelyPPP Certificates, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 13, 2005, and a Prospectus Supplement, dated August 23, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates and the Class PPP Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 25, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated January 23and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, 2014 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Class LT1 Regular Variable (as supplemented by 2) $3,200,574,388.99 August 2045 Class LT2 Regular Variable (2) 145,408.25 August 2045 Class LT3 Regular Variable (3) 174,698.67 August 2045 Class LT4 Regular Variable (4) 174,698.67 August 2045 Class R-1† Residual 4.704% 100.00 August 2045 * The Distribution Date in the preliminary private placement memorandum supplementspecified month, dated January 29which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, 2014for each Class of REMIC I Regular and Residual Interests, the “Preliminary Private Placement Memorandum”) latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire The Seller has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Initial Seller. The Depositor has acquired the Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), Loans from the Seller and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trustee as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Initial Seller and the Seller in the Mortgage Loan Purchase Agreements and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund (exclusive of the additional collateral, assets held in the Basis Risk Reserve Fund, the Swap Agreement and the assets held in any account created thereunder and under the Auction Administration Agreement (to the extent that such agreement or accounts are deemed to be part of the Trust Fund)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and the "Upper Tier REMIC," respectively). Each Certificate, other than the Class A-R Certificate and the Class X-A LTR Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the Class 1A-1 and Class 1A-2 Certificates (collectively, represents rights under the “Registered Certificates”) were offered for sale pursuant Auction Administration Agreement and each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), Basis Risk Reserve Fund as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the free writing prospectus dated January 29, 2014 (collectively, owners of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)Interest Only Certificates. The Class XLTR Certificate represents the sole class of residual interest in the Lower Tier REMIC. The Class A-BR Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC and each such Lower Tier Interest, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented other than the interest represented by the preliminary private placement memorandum supplementClass LTR Certificate, dated January 29, 2014, is hereby designated as a regular interest in the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated Lower Tier REMIC for purposes of the Pricing Date (the “Private Placement Memorandum”).REMIC Provisions. The Lower Tier REMIC shall hold

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLCInc. and ▇▇▇▇▇▇ Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund, other than the Class X-A Certificates E Distributable Amount and Class P Distributable Amount, be treated for federal income tax purposes as a real estate mortgage investment conduit (collectively, the a “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC”). The Class X-BEach Certificate, Class X-C, Class D, other than a Class E, a Class FP or Class R Certificate, represents ownership of a regular interest in the REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in the REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The following table specifies the Class designation, Certificate Interest Rate, initial Class Principal (or Notional) Amount and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates (each of which, other than the Class R, Class G, Class H, Class V E and Class P Certificates, is hereby designated as one or more regular interests in the REMIC) constituting the interests in the Trust Fund created hereunder. Class A1 4.75% $100,000,000 $ 25,000 Class A2 5.00% $ 50,000,000 $ 25,000 Class A3 8.00% $ 24,000,000 $ 25,000 Class A4 5.75% $ 50,000,000 $ 25,000 Class A5 4.50% $175,000,000 $ 25,000 Class A6 5.00% $ 63,719,000 $ 25,000 Class A7 5.00% $ 17,959,000 $ 1,000 Class A8 8.00% $ 1,000,000 $ 25,000 Class PAX 6.00% (1) $1,000,000 Class AP 0.00% $ 179,333 $ 150,000 Class AX 6.00% (2) $1,000,000 Class B1 5.00% $ 12,015,000 $ 100,000 Class B2 5.00% $ 2,252,000 $ 100,000 Class B3 5.00% $ 2,002,000 $ 100,000 Class B4 5.00% $ 750,000 $ 250,000 Class B5 5.00% $ 750,000 $ 250,000 Class B6 5.00% $ 1,004,848 $ 250,000 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 5.00% $ 100 100% (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”3) and a final Private Placement Memorandum dated the Pricing Date Class P (the “Private Placement Memorandum”).4) (4) 100% Class E (5) (5) 100% __________________

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular CertificatesClosing Date, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to Company will acquire the extent they represent Certificates (other than the REMIC III Residual InterestClass R Certificates), the Class R Certificates as consideration for its transfer of R-2 Residual Interest and the REMIC II Regular Interests to Variable Servicing Interest from the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates Trust as consideration for its transfer to the Trust of the right to receive Excess REMIC I Regular Interests and will be the owner of the Certificates and the REMIC II Variable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andVariable Servicing Interest and the Certificates, to the extent they represent the such REMIC II Residual Interest, Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates issued hereunder, other than the Junior Subordinate Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated September 19, 2002, and a Prospectus Supplement, dated October 22, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 24, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated January 23and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2014 (as supplemented by type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the preliminary private placement memorandum supplement, dated January 29, 2014REMIC I Regular Interests, the “Preliminary Private Placement Memorandum”Class R Residual Interests, the Class B Certificates, the Class A-M and Class X-M Regular Interests and the REMIC II Variable Servicing Interest: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ------------ --------------- -------------- Class A-1-L Regular Variable (2) $384,219,000.00 December 2032 Class A-2-L Regular Variable (2) 323,050,000.00 December 2032 Class A-3-L Regular Variable (2) 287,686,000.00 December 2032 Class A-4-L Regular Variable (2) 300,614,000.00 December 2032 Class A-5-L Regular Variable (2) 624,155,000.00 December 2032 Class B-1-L Regular Variable (2) 20,737,000.00 December 2032 Class B-2-L Regular Variable (2) 15,800,000.00 December 2032 Class B-3-L Regular Variable (2) 7,900,000.00 December 2032 Class B-4-L Regular Variable (2) 2,962,000.00 December 2032 Class B-5-L Regular Variable (2) 2,962,000.00 December 2032 Class B-6-L Regular Variable (2) 4,939,700.28 December 2032 REMIC I Variable Regular (3) -- September 2007 Servicing Interest Class R-1+ Residual 4.450% 100.00 December 2032 * The Distribution Date in the specified month, which is (i) with respect to the Class A-L and a final Private Placement Memorandum dated Class ▇-▇ Regular Interests and the Pricing Class R-1 Residual Interest, the Distribution Date in the month following the month the latest maturing Mortgage Loan matures and (ii) with respect to the “Private Placement Memorandum”)REMIC I Variable Servicing Interest, the Distribution Date after which the Certificate Interest Rates on the Class A-M Regular Interests change to equal the weighted average of the Pass-Through Rates on the Mortgage Loans as of the second preceding Due Date. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising six real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC I-1, REMIC I-2, REMIC I-3, REMIC I-4, REMIC II-1 and REMIC II-2). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Group I Certificate, other than the Class A Senior R Certificates, represents ownership of a regular interest in REMIC I-4 for purposes of the Exchangeable Certificates and REMIC Provisions. Each Group II Certificate represents ownership of one or more regular interests in REMIC II-2 for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-BR Certificate represents ownership of the sole class of residual interest in each of REMIC I-1, Class X-CREMIC I-2, Class DREMIC I-3, Class EREMIC I-4, Class F, Class G, Class H, Class V REMIC II-1 and Class R Certificates will be offered REMIC II-2 for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by purposes of the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)REMIC Provisions.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesEstate. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts created herebyTrust Estate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, an election shall be made that portions of the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A Senior X and Class R Certificates, represents ownership of a regular interest in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such REMIC. The Class R Certificates will be offered Certificate represents ownership of the sole Class of residual interest in each REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, 2014 (other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC 1 for purposes of the preliminary private placement memorandum supplementREMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, dated January 29, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designation, interest rate, and a final Private Placement Memorandum dated the Pricing Date initial principal amount for each Class of REMIC 1 Lower Tier Interests. LT1-1-Senior (the “Private Placement Memorandum”1) $ 31,099,000 LT1-1-Sub (1) $ 2,072,885 LT1-2-Senior (2) $ 98,863,000 LT1-2-Sub (2) $ 6,591,193 LT1-3-Senior (3) $ 249,713,000 LT1-3-Sub (3) $ 16,647,673 LT1-4-Senior (4) $ 48,425,000 LT1-4-Sub (4) $ 3,228,490 LT1-R (5) (5).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Securities Administrator, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior As provided herein, the Securities Administrator shall elect that the Trust Fund (excluding the Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IV (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Exchangeable Certificates Class P, Class LT-R and the Class X-A Certificates (collectively, the “Registered R Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by represents ownership of one or more regular interests in the free writing prospectus dated January 29, 2014 (collectively, Upper Tier REMIC for purposes of the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC III, other than the Class R-3 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC III. REMIC III shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, 2014 (other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC II. REMIC II shall hold as its assets the preliminary private placement memorandum supplementseveral Classes of uncertificated Lower Tier Interests in REMIC I, dated January 29and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, 2014REMIC II and REMIC III. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) and a final Private Placement Memorandum dated date provided in the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”"MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: acquire (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC ILoans; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Regular Certificates, Certificates (other than the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, portion of the Class R P Certificates representing Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) Trust and the Exchangeable Certificates as consideration for its transfer portion of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V P Certificates representing Excess Interest as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R Certificates, R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, Certificates representing in the aggregate the entire beneficial ownership of REMIC IIIIII and, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership case of the Class A-S Specific Grantor Trust AssetsP Certificates, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific P Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesTrust. All covenants and agreements made by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders Holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Residual Certificates, the holders of the ▇▇ ▇▇▇▇▇ III REMIC Regular Interests, the Holders of the Exchangeable Certificates and the Holders Class P Certificates to the extent of their interest in the Class V and Class R CertificatesExcess Interest. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesA, the Exchangeable Class B, Class C, Class D and Class E Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were will be offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “"Prospectus”)") dated December 9, 2003, as supplemented by a free writing the preliminary prospectus supplement dated January 239, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 2004 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “"Preliminary Prospectus”Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated the Pricing Date January 23, 2004 (the “Prospectus Supplement”, and together with the Prospectus, the “"Final Prospectus”Prospectus Supplement"). The , and the Class X-BX-1, Class X-C, Class D, Class EX-2, Class F, Class G, Class H, Class V J, Class K, Class L, Class M, Class N, Class O and Class R P Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 2004. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a final Private Placement Memorandum dated "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the Pricing Date REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the “Private Placement Memorandum”).initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate Initial Certificate Principal REMIC III Regular Pass-Through Balance or Notional Final Scheduled Interest Designation Rate(a) Amount Distribution Date(b) -------------------- ------- ------ -------------------- Class A-1 2.85% $115,000,000 October 13, 2008 Class A-2 3.94% $233,000,000 November 13, 2010 Class A-3 4.39% $127,000,000 May 13, 2013 Class A-4 4.66% $589,157,000 January 13, 2014 Class X-1(c) 0.12% $1,210,990,408 November 13, 2023 Class X-2(d) 0.91% $1,146,984,000 February 13, 2012 Class B 4.76% $31,789,000 January 13, 2014 Class C 4.79% $12,110,000 January 13, 2014 Class D 4.95% $24,220,000 January 13, 2016 Class E 4.90% $12,109,000 March 13, 2017 Class F 5.25% $9,083,000 December 13, 2017 Class G 5.34% $10,596,000 September 13, 2018 Class H 5.34% $9,082,000 September 13, 2018 Class J 5.03% $9,083,000 October 13, 2018 Class K 5.03% $3,027,000 October 13, 2018 Class L 5.03% $3,028,000 October 13, 2018 Class M 5.03% $3,027,000 November 13, 2018 Class N 5.03% $4,542,000 November 13, 2018 Class O 5.03% $3,027,000 November 13, 2018 Class P(e) 5.03% $12,110,408 November 13, 2023 Class R-III(f) N/A N/A N/A

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered alternative, REMIC I and REMIC II, respectively). Each Certificate, other than a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC II for sale pursuant to purposes of the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and P Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC I and REMIC II for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Class P Distributable Amount, 2014 (as supplemented which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificate. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, dated January 29other than the Class R-1 Interest, 2014set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”) Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).principal amount for each Class of REMIC I Interests: ▇▇-▇▇ 2.20% $ 70,000,000.00 Class A1 LT-A2 4.50% $ 58,835,000.00 Class A2 LT-A3 8.00% $ 110,050,000.00 Class A3

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Sellers, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by each Seller in the Depositor related Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular InterestsTrustee, the Holders of the REMIC III Regular CertificatesMaster Servicer, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates Securities Administrator and the Holders of the Class V and Class R Certificates. The parties hereto Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap, (iii) the Class X Cap and (iv) the right to receive Prepayment Premiums) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4” and REMIC 5; REMIC 5 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, Class R Certificate and Class P Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A Senior X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 15 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class A-SIO, Class X, and Class P Certificates, represents the Exchangeable Certificates right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 4, other than the Class LT4-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Basis Risk Cap and the Class X-A Certificates (collectivelyX Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Registered Certificates”) were offered latest possible maturity date for sale pursuant to each regular interest in each REMIC created hereby is the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 REMIC III (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusUpper Tier REMIC”). Each Certificate, other than the Class LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, dated January 29, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-CP–A, Class D, Class E, Class F, Class G, Class H, Class V P–F and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplementProspectus, dated January March 29, 20142006, a Free Writing Prospectus dated March 27, 2006 and a Prospectus Supplement, dated March 29, 2006 of the Depositor (together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, the Swap Agreement and the Supplemental Interest Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interests created hereby shall be the 36 month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the PNC Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor Company will acquire: (i) acquire the Certificates from the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the PNC Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and the other property constituting REMIC I; (ii) deposit into the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer Certificate Account of the REMIC I Regular Interests to Clipper Mortgage Loan Purchase Amount and will be the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trustee of the PNC Mortgage Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Company of the REMIC I Residual Interest, the Class R Certificates, Certificates representing in the aggregate the entire beneficial ownership of REMIC I, I and (Bii) the REMIC II Regular Interests and, conveyance to the extent they represent Trustee of the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, Clipper Mortgage Loans pursuant to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesClipper Loan Sale Agreement. All covenants and agreements made by the Depositor Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust assets of REMIC I are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates issued hereunder, other than the Junior Subordinate Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 26, 2000, and a Prospectus Supplement, dated July 26, 2000, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 28, 2000. The Trust Fund is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated January 23and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2014 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the Certificates: REMIC I Interests Class Designation for each Type Certificate Initial Class Final Certificate of Interest Principal Maturity Interest Rate (as supplemented by 1) Balance Date* ----------- --------- ---------- ------------- --------- Class A-1 Regular 7.750% $262,931,000.00 July 2030 Class A-2 Regular 7.750% 20,494,000.00 July 2030 Class A-3 Regular 7.750% 36,512,000.00 July 2030 Class A-4 Regular 7.750% 35,548,859.00 July 2030 Class X Regular 7.750% (2) ------ July 2030 Class P Regular (3) 5,053,114.00 July 2030 Class B-1 Regular 7.750% 7,590,295.00 July 2030 Class B-2 Regular 7.750% 4,933,692.00 July 2030 Class B-3 Regular 7.750% 2,466,846.00 July 2030 Class B-4 Regular 7.750% 1,707,816.00 July 2030 Class B-5 Regular 7.750% 948,787.00 July 2030 Class B-6 Regular 7.750% 1,328,302.24 July 2030 Class R+ Residual 7.750% 50.00 July 2030 * The Distribution Date in the preliminary private placement memorandum supplement, dated January 29, 2014, month following the “Preliminary Private Placement Memorandum”) month the latest maturing Mortgage Loan matures. + The Class R Certificates are entitled to receive the Residual Distribution Amount and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. As provided herein, an election shall be made that the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests andSwap Agreement, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests andSwap Account, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular CertificatesNet WAC Cap Account, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and Cap Agreement, (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of Cap Account, (Avi) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, Final Maturity Reserve Fund and (Bvii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor External Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “ProspectusExcluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by in the free writing prospectus dated January 29, 2014 (collectively, the alternative “Free Writing Prospectus”, REMIC 1,” “REMIC 2,” and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC 3”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Offered Certificate represents ownership of a regular interest in the REMIC 3 for purposes of the REMIC Provisions. In addition, each Offered Certificate represents (i) the right to receive payments with respect to any Net WAC Cap Carryover and (ii) the obligation to pay Class I Shortfalls. The Class X-BR Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and REMIC 3. The Class X-CX Certificate represents ownership of four regular interests in REMIC 3 as described in footnote (16) as well as ownership of the Excluded Trust Assets and the obligation to make Net Swap Payments to the Swap Counterparty and the obligation to make payments in respect of Net WAC Cap Carryover. REMIC 3 shall hold as assets the uncertificated lower tier interests in REMIC 2, other than the Class DR-2 interest, and each such lower tier interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated lower tier interests in REMIC 1, other than the Class ER-1 interest, Class Fand each such lower tier interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the lower tier interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by purposes of the preliminary private placement memorandum supplement, dated January 29, 2014REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A P Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “ProspectusExcluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, as supplemented by a free writing prospectus dated January 23in the alternative, 2014REMIC I, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, REMIC II and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date REMIC III (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusUpper Tier REMIC”),). Each Certificate, other than the Class P, Class LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class XP Certificates represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class LT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 (and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC I. REMIC I shall hold as its assets the preliminary private placement memorandum supplementproperty of the Trust Fund other than the Lower Tier Interests in REMIC I, dated January 29REMIC II and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, 2014for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated latest possible maturity date for each regular interest in each REMIC created hereby is the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLCInc. and ▇▇▇▇▇▇ Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund, other than the Class X-A Certificates E Distributable Amount and Class P Distributable Amount, be treated for federal income tax purposes as a real estate mortgage investment conduit (collectively, the a “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC”). The Class X-BEach Certificate, Class X-C, Class D, other than a Class E, a Class FP or Class R Certificate, represents ownership of a regular interest in the REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in the REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The following table specifies the Class designation, Certificate Interest Rate, initial Class Principal (or Notional) Amount and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates (each of which, other than the Class R, Class G, Class H, Class V E and Class P Certificates, is hereby designated as one or more regular interests in the REMIC) constituting the interests in the Trust Fund created hereunder. Class Designation Certificate Interest Rate Initial Class Principal (or Notional) Amount Minimum Denomination or Percentage Interest Class A 6.00% $346,475,000 $ 25,000 Class AP 0.00% $ 720,673 $ 150,000 Class AX 6.00% (1) $1,000,000 Class B1 6.00% $ 9,088,000 $ 100,000 Class B2 6.00% $ 2,726,000 $ 100,000 Class B3 6.00% $ 1,817,000 $ 100,000 Class B4 6.00% $ 1,090,000 $ 100,000 Class B5 6.00% $ 727,000 $ 100,000 Class B6 6.00% $ 912,339 $ 100,000 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 6.00% $ 100 100% (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”2) and a final Private Placement Memorandum dated the Pricing Date Class P (the “Private Placement Memorandum”).3) (3) (3) Class E (4) (4) (4) __________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (“MSMCH”), Bank of America, National Association, as seller (“BANA”"▇▇▇▇▇▇ Capital"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund be treated for federal income tax purposes as including three separate real estate mortgage investment conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC 2," and "REMIC 3," respectively, REMIC 3 also being referred to as the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”"Upper Tier REMIC"). The Class XA1, Class A2, Class M1, Class M2, Class B, and Class X Certificates represent ownership of all of the "regular interests" in REMIC 3 (the Class T3-A1, Class T3-A2, Class T3-M1, Class T3-M2, Class T3-B, Class XT3-E, Class T3-F, and Class T3-G Interests), and the Class R3 Interest represents the sole class of "residual interest" in REMIC 3 for purposes of the REMIC Provisions. Each of the Class R1, Class R2, and Class R3 Certificates represents the sole class of "residual interest" in REMIC 1, REMIC 2, and REMIC 3 respectively, for purposes of the REMIC Provisions. There are also seven classes of uncertificated REMIC 1 Regular Interests issued under this Agreement (the Class T1-C, Class T1-D, Class ET1-A1, Class FT1-A2, Class GT1-M1, Class HT1-M2, and Class T1-B), each of which will constitute regular interests in REMIC 1; and twelve classes of uncertificated REMIC 2 Regular Interests (the Class T2-C, Class V T2-D, Class T2-A1, Class T2-A2, Class T2-M1, Class T2-M2, Class T2-B, Class T2-A1-IO, Class T2-A2-IO, Class T2-M1-IO, Class T2-M2-IO, and Class R Certificates T2-B-IO Interests), each of which will constitute regular interests in REMIC 2. The REMIC 1 Regular Interests will be offered held as assets of REMIC 2, and the REMIC 2 Regular Interests will be held as assets of REMIC 3. The latest possible maturity date for sale pursuant each regular interest shall be the Latest Possible Maturity Date. As used herein, (i) the Class A1 Certificates are "related" to a Preliminary Private Placement Memorandum dated January 23Pool 1 and the Class A2 Certificates are "related" to Pool 2. The following table sets forth (or describes) the Class designation, 2014 Certificate Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Certificate Interest Rate Initial Class Minimum Class Designation Principal Amount Denominations Class A1 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date $983,064,000.00 $ 25,000 Class A2 (the “Private Placement Memorandum”2) 275,679,000.00 25,000 Class M1 (3) 40,604,000.00 25,000 Class M2 (4) 40,604,000.00 25,000 Class B (5) 13,534,000.00 25,000 Class P (6) (6) (7) Class X (6) (6) (7) Class R (6) (6) (7).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates and the Class XLT-A Certificates (collectivelyR or Class R Certificate, and exclusive of the right to receive any FPD Premiums in the case of the Class 2-A2, Class 2-A3, Class 2-A4, Class 3-A3 and Class 3-A4 Certificates), represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate represents beneficial ownership of one or more regular interests in a REMIC for purposes of the REMIC Provisions. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIB for purposes of the REMIC Provisions. REMIC IIB shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIA, other than the Class R-2A Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC IIA and REMIC IIB. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Registered Certificates”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) were offered for sale pursuant to date provided in the Depositor’s prospectus dated October 1definition of Latest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, 2013 each of which is hereby designated as a regular interest in REMIC I (the “ProspectusREMIC I Regular Interests”). Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), as supplemented by no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a free writing prospectus dated January 23, 2014, as further supplemented by rate in excess of the free writing prospectus dated January 29, 2014 Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (collectivelynet of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I based on the above-described interest rates. On each Distribution Date, the “Free Writing Prospectus”, and together Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the Prospectusamount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the “Preliminary Prospectus”)Trustee shall distribute the Prepayment Penalty Amounts collected during the preceding Prepayment Period, and as further supplemented by in the final prospectus supplement dated case of Principal Prepayments in full, or during the Pricing Date (related Due Period, in the “Prospectus Supplement”case of Principal Prepayments in part, and together to the Lower Tier Interest in REMIC I corresponding to the Mortgage Loan with the Prospectusrespect to which such amounts were received. On each Distribution Date, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered Trustee shall first pay or charge as an expense of REMIC I all expenses of the Trust Fund for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)such Distribution Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-CCE-2, Class DCE-3, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23May 30, 2014 2007 to a Prospectus dated May 17, 2007 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans (exclusive of the Class CE-2 Excess Servicing Fee and the Class CE-3 Excess Servicing Fee), the accounts (other than the Collateral Accounts, the Reserve Fund, the Carryover Reserve Fund, the Floor Account, the Class A-1 Swap Account, the Certificate Swap Account and the Pre-Funding Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Private Placement MemorandumMaster REMIC”). The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesCertificates issued hereunder, the Exchangeable Certificates and other than the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-BCE, Class X-CCE-2, Class DCE-3, Class E, Class F, Class G, Class H, Class V P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated January 23May 30, 2014 2007 to a Prospectus dated May 17, 2007 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014together, the “Preliminary Private Placement MemorandumProspectus”) ). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V be treated as a final Private Placement Memorandum dated REMIC under Section 860D of the Pricing Date Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans (exclusive of the Class CE-2 Excess Servicing Fee and the Class CE-3 Excess Servicing Fee), the accounts (other than the Collateral Accounts, the Reserve Fund, the Carryover Reserve Fund, the Floor Account, the Class A-1 Swap Account, the Certificate Swap Account and the Pre-Funding Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Private Placement MemorandumMaster REMIC”).. The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC I, each of which (other than the R-I interest) is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”): T1-P&I (1) (2) T1-Subs-PO (3) (4) T1-Subs-IO (5) (5) R-I (6) (6) ____________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇Capital, A Division of ▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLCInc. and ▇▇▇▇▇▇ Brothers Bank, as seller FSB (“MSMCH”)each, Bank of America, National Association, as seller (“BANA”), a "Seller") and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IV, respectively). Each Certificate, other than a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC IV for purposes of the REMIC Provisions. The Class A Senior CertificatesP and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in any REMIC formed hereby, the Exchangeable Certificates Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate and the Class X-A Certificates (collectivelyE Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented which is beneficially owned by the free writing prospectus dated January 29holder of the Class E Certificate. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, 2014 (collectivelyother than the Class R-1 Interest, set out below. Each such REMIC I Interest, other than the “Free Writing Prospectus”Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The initial Class XPrincipal Amount for each Class of REMIC I Interests: LT1-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).Pool 1 6.25% $ 299,048,865.75

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇L▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 (the “Prospectus”)REMIC I and REMIC II, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”respectively). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificates, represents ownership of one or more regular interests in REMIC II for purposes of the REMIC Provisions. The Class G, Class H, Class V P and Class E Certificates shall represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC I and REMIC II for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I, 2014 (as supplemented the Class P Distributable Amount, which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificates, dated January 29and the Class E Distributable Amount, 2014which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: LT1-Pool 1 5.50 % $ 48,925,063.61 LT1-GSA(1) and a final Private Placement Memorandum dated the Pricing Date 5.50 % $ 20,565.29 LT1-Pool 2 (the “Private Placement Memorandum”1 ) $ 433,609,809.71 LT1-GSA(2) (1 ) $ 182,200.10 R-1 (2 ) (2).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 (the “Prospectus”)REMIC I, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”REMIC II, and together with the ProspectusREMIC III, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”respectively). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class G, Class H, Class V P and Class R E Certificates will be offered represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, 2014 (as supplemented the Class P Distributable Amount, which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificate, dated January 29and the Class E Distributable Amount, 2014which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: LT1-Pool 1 4.75% $ 211,086,050.86 LT1-AP(1) and a final Private Placement Memorandum dated the Pricing Date 0.00% $ 3,999,541.00 LT1-AX(1) (the “Private Placement Memorandum”).1) (1) LT1-Pool 2 5.25% $ 72,198,202.30 LT1-GSA(2) 5.25% $ 27,810.12 LT1-AP(2) 0.00% $ 1,929,012.00 LT1-AX(2) (2) (2) LT1-Pool 3 (3) $ 80,354,928.96 LT1-GSA(3) (3) $ 30,150.80 LT1-Pool 4 5.50% $ 218,693,378.42 LT1-GSA(4) 5.50% $ 82,044.23 LT1-AX(4) (4) (4) LT1-PAX(4) (5) (5) LT1-Pool 5 5.25% $ 217,425,829.87 LT1-GSA(5) 5.25% $ 81,574.04 LT1-AX(5) (6) (6) R-1 (7) (7) __________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 (the “Prospectus”)REMIC I, as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”REMIC II, and together with the ProspectusREMIC III, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”respectively). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class G, Class H, Class V P and Class R E Certificates will be offered represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for sale pursuant to a Preliminary Private Placement Memorandum dated January 23purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, 2014 (as supplemented the Class P Distributable Amount, which is beneficially owned by the preliminary private placement memorandum supplementholder of the Class P Certificate, dated January 29and the Class E Distributable Amount, 2014which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the “Preliminary Private Placement Memorandum”Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: LT1-Pool 1 (1) and a final Private Placement Memorandum dated the Pricing Date $ 393,709,415.62 LT1-GSA(1) (the “Private Placement Memorandum”1) $ 206,812.28 LT1-Pool 2 5.50% $ 31,823,808.98 LT1-GSA(2) 5.50% $ 16,836.45 LT1-AX (2) (2) LT1-PAX (3) (3) LT1-2AP 0.00% $ 216,346.00 R-1 (4) (4).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust which is hereby created. On the Closing Date, the Depositor will acquire: Fund (exclusive of (i) the REMIC I Regular Interests and, right to receive and the obligation to pay Net Rate Carryover to the extent they represent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC I Residual InterestMaximum Rate, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; Cap Contract (iii) the REMIC III Regular CertificatesCap Account, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as consideration for its transfer to the Trust comprising two real estate mortgage investment conduits under Section 860D of the right to receive Excess InterestCode (each a “REMIC” or, in the alternative the “Subsidiary REMIC,” and the “Master REMIC”). The Depositor has duly authorized Any inconsistencies or ambiguities in this Agreement or in the execution and delivery administration of this Agreement to provide for shall be resolved in a manner that preserves the foregoing and the issuance validity of (A) the such REMIC I Regular Interests andelections. Each Certificate, to the extent they represent the REMIC I Residual Interest, other than the Class R Certificates, representing represents ownership of a regular interest in the aggregate the entire beneficial ownership Master REMIC for purposes of REMIC I, (B) the REMIC II Regular Interests andProvisions. In addition, to the extent they represent the REMIC II Residual Interesteach Certificate, other than the Class R CertificatesR, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the P and Class C Certificates, representing in represents the aggregate right to receive certain payments reflecting an interest rate greater than the entire beneficial REMIC Maximum Rate to the extent provided herein. The Class R Certificate represents ownership of the sole Class C Specific Grantor Trust Assets, (G) of residual interest in each of the Subsidiary REMIC and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PST Certificates, representing P Reserve Fund and the uncertificated interests in the aggregate Subsidiary REMIC, other than the entire beneficial ownership LT-R interest, and each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Class PST Specific Grantor Trust Assets and (H) Fund other than the Class V Certificates, representing interests in the aggregate Subsidiary REMIC, and the entire beneficial ownership of the Class V Specific Grantor Excluded Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust The startup day for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are each REMIC created hereby for the benefit of the holders purposes of the REMIC I Regular InterestsProvisions is the Closing Date. In addition, the holders for purposes of the REMIC II Regular InterestsProvisions, the Holders of latest possible maturity date for each regular interest in each REMIC created hereby is the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇L▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund (excluding the Cap Agreement and the Class X-A Certificates Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (collectivelyeach a “REMIC” or, in the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1alternative, 2013 REMIC I, REMIC II and REMIC III (the “ProspectusUpper Tier REMIC”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Each Certificate (other than the Class X-BP, Class XLT-C, Class D, Class E, Class F, Class G, Class H, Class V R and Class R Certificates will be offered and exclusive of the right to receive Basis Risk Shortfalls in the case of the Class 2-A1 Certificates), represents ownership of one or more regular interests in the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2014 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (as supplemented or latest) date provided in the definition of Latest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the preliminary private placement memorandum supplementTrust on the Closing Date, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and each of which is hereby designated as a final Private Placement Memorandum dated the Pricing Date regular interest in REMIC I (the “Private Placement MemorandumREMIC I Regular Interests”).. Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC I all expenses of the Trust Fund for such Distribution Date. REMIC II shall hold as assets the REMIC I Regular Interests. REMIC II shall issue the several classes of uncertificated REMIC II Interests set out below. Each such REMIC II Interest, other than the Class R-2 Interest, is hereby designated as a regular interest in REMIC II. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC II Interests: LTII-1-A1 (1) (3) 1-A1 LTII-1-A2 (1) (3) 1-A2

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC II, respectively). Each Certificate, other than the Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC II for purposes of the REMIC Provisions. The Class A Senior Certificates, P Certificates will represent interests in the Exchangeable Certificates Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I and REMIC II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and the Class X-A Certificates (collectivelyP Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented which is beneficially owned by the free writing prospectus dated January 29holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2014 (collectivelyother than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the “Free Writing Prospectus”Class designation, interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The principal amount for each Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).of REMIC I Interests:

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior CertificatesAs provided herein, the Exchangeable Certificates and Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class X-A Certificates (collectively, the “Registered E and Class P Certificates”) were offered be treated for sale pursuant to the Depositor’s prospectus dated October 1, 2013 federal income tax purposes as comprising a real estate mortgage investment conduit (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC”). The Class X-BEach Certificate, Class X-C, Class D, other than the Class E, Class FP or Class R Certificates, represents ownership of one or more regular interests in the REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in the REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The following table specifies the Class designation, Certificate Interest Rate, initial Class Principal Amount and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates (each of which, other than the Class R, Class G, Class H, Class V E and Class P Certificates, is hereby designated as one or more regular interests in the REMIC) constituting the interests in the Trust Fund created hereunder. Class 1-A1 Variable(1) $421,776,000.00 25,000.00 Class B1 Variable(1) $ 9,011,000.00 100,000.00 Class B2 Variable(1) $ 3,516,000.00 100,000.00 Class B3 Variable(1) $ 1,758,000.00 100,000.00 Class B4 Variable(1) $ 1,538,000.00 250,000.00 Class B5 Variable(1) $ 1,318,000.00 250,000.00 Class B6 Variable(1) $ 662,385.00 250,000.00 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 Variable(1) $ 100.00 100%(2) Class P (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”3) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).3) 10% Class E (4) (4) 100% __________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Prepayment Trust) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Exchangeable Certificates and the Class XP1, Class P2, Class LT-A Certificates (collectivelyR or Class R Certificate, and exclusive of the “Registered right to receive any FPD Premiums in the case of the Class 2-A6, Class 2-A9 and Class 2-A12 Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by represents ownership of one or more regular interests in REMIC III for purposes of the free writing prospectus dated January 29, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class XLT-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated January 23regular interest in REMIC IIB for purposes of the REMIC Provisions. REMIC IIB shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIA, 2014 (other than the Class R-2A Interest, and each such Lower Tier Interest is hereby designated as supplemented by a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the preliminary private placement memorandum supplementseveral Classes of uncertificated Lower Tier Interests in REMIC I, dated January 29and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, 2014REMIC IIA and REMIC IIB. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the “Preliminary Private Placement Memorandum”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) and a final Private Placement Memorandum dated date provided in the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess InterestFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class V CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class A Senior CertificatesP Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the Exchangeable Certificates REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II and the Class X-A Certificates (collectivelyP Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented which is beneficially owned by the free writing prospectus dated January 29holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2014 (collectivelyother than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the “Free Writing Prospectus”Class designation, interest rate, and together with the Prospectus, the “Preliminary Prospectus”principal amount for each Class of REMIC I Interests: LT1-Pool 1 (1) $ 466,867,779.21 LT1-GSA(1) (1) $ 677,523.02 LT1-AX(1) (2) (2) LT1-PAX(1) (3) (3) LT1-AP(1) 0.00% $ 3,516,363.00 LT1-Pool 2 (4) $ 38,206,824.15 LT1-GSA(2) (4) $ 15,291.15 LT1-Pool 3 (5) $ 23,678,709.78 LT1-GSA(3) (5) $ 9,623.33 LT1-AX(3) (6) (6) LT1-PAX(3) (7) (7) LT1-AP(3) 0.00% $ 369,014.00 LT1-Pool 4 (8) $ 108,414,465.65 LT1-GSA(4) (8) $ 43,388.54 LT1-AX(4) (9) (9) LT1-PAX(4) (10) (10) LT1-Pool 5 (11) $ 62,522,581.54 LT1-GSA(5) (11) $ 25,036.18 LT1-AX(5) (12) (12) LT1-PAX(5) (13) (13) LT1-AP(5) 0.00% $ 39,870.00 LT1-Pool 6 (14) $ 345,332,369.15 LT1-GSA(6) (14) $ 140,862.31 LT1-AX(6) (15) (15) LT1-PAX(6) (16) (16) LT1-AP(6) 0.00% $ 6,660,192.00 LT1-Pool 7 (17) $ 243,257,966.42 LT1-GSA(7) (17) $ 97,349.88 LT1-AX(7) (18) (18) LT1-PAX(7) (19) (19) LT1-AP(7) 0.00% $ 900,328.00 R-1 (20) (20), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).