Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

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

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is 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 Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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 Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust 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 CertificateholdersHolders 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 Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs 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 “Subsidiary REMICProspectus”), 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 “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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 (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates 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 E▇ ▇▇▇▇▇ III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the CertificateholdersHolders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 “latest possible maturity date” Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding sale pursuant to Collateral Group 1 and Collateral Group 2a Preliminary Private Placement Memorandum dated June 13, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests 2013 (the “Subsidiary REMIC Regular InterestsPreliminary Private Placement Memorandum”). In addition, ) and a final Private Placement Memorandum dated the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC Pricing Date (the “Middle REMIC Regular InterestsPrivate Placement Memorandum”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive and the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Carryover Reserve Fund, (iii) the Cap Contract (iv) the Cap Account, and (v) the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC,” the “Middle REMIC,” the “Master REMIC”, the “Middle Class C REMIC,” and the “Master Class P REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R, Class R-X, Class P, and Class C Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class R-X, Class P, and Class C Certificates, represents the right to receive payments with respect to any Net Rate Carryover Amounts to the extent such amounts reflect an interest rate greater than the REMIC Maximum Rate. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Class R-X Certificate represents ownership of the sole Class of residual interest in each of the Class C REMIC and the Class P REMIC. The Class C REMIC shall issue hold as its assets the uncertificated Class C interest in the Master REMIC and the Class A-LR Certificate and P REMIC shall designate hold as its assets the uncertificated Class P interest in the Master REMIC. Each such interest is hereby designated as a regular interest in the Master REMIC, for purposes of the REMIC Provisions. The Master REMIC shall hold as its sole class assets the uncertificated interests in the Middle REMIC, other than the MT-R interest, and each such interest is hereby designated as a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by 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 and the Middle REMIC shall issue and the uncertificated Class R-2 C interest and shall designate such interest as its sole class the uncertificated Class P interest, and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and 1, Collateral Group 2, Collateral Group 3, and Collateral Group 4 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is 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 Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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 Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust 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 CertificateholdersHolders 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 Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs 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 “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated May 29, 2014, as further supplemented by the free writing prospectus dated June 4, 2014 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated June 4, 2014, the “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts, (iv) the Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust, (vi) any prepayment charges other than the Class P Prepayment Charges and (vii) the obligation to pay Class IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class CE and Class P Certificates, represents (i) the right to receive payments with respect to any Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class IO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall issue hold as its assets the Class Auncertificated interests in the Middle REMIC, other than the MT-LR Certificate R interest, and shall designate each such interest is hereby designated as its sole class a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 1, Collateral Group 2 and Collateral Group 2, 3 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Exchangeable Certificates and the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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 (other than the portion of the Class H Certificates representing the right to receive Excess Interest), the E▇ ▇▇▇▇▇ 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 E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the portion of the Class H Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the CertificateholdersHolders of the Class H Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs 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 “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated November 18, 2013, as further supplemented by the free writing prospectus dated November 25, 2013 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

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

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to (exclusive of any Prepayment Penalties and the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Class III-A-3 Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Subsidiary REMIC 2”, “Middle REMICREMIC 1”, “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist hold the Class III-A-3 Rounding Account. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (whichSubsidiary REMICs, except for other than the Class PLT1-R and Class LT2-R Interests, Class and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Group I Mortgage Loans, the Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I 197,946,255.61 7.000% N/A(5) LT1-I-PO 2,219,474.00 (1) I-P LT1-IX (2) (2) I-X LT1-Grp II 154,726,261.03 6.000% N/A LT1-II-PO 87,310.00 (1) II-P LT1-A-LR and Class X (3) (3) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-R (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(4) N/A ________________

PRELIMINARY STATEMENT. but not defined in this Preliminary Statement shall have the meanings specified in Article I) The Depositor is intends to sell pass-through certificates to be issued hereunder in multiple classes which in the owner of aggregate will evidence the entire beneficial ownership interest in the Trust Fund that is hereby conveyed to consisting primarily of the Mortgage Loans. As provided herein, the Trustee in return for will elect that the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of as three REMICs separate real estate mortgage investment conduits (each a "REMIC" or, in the “Subsidiary REMIC”alternative, the “Middle REMIC” "REMIC I", "REMIC II" and the “Master REMIC”"REMIC III," respectively). The “REMIC I Interests constitute "regular interests" in REMIC I and the Class R-I Certificates are the sole class of "residual interests" in REMIC I. Each REMIC I Interest relates to a specific Mortgage Loan or Separate Loan Advance or to the Transferable Servicing Interest. Each corresponding REMIC I Interest (other than the Transferable Servicing Interest) has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan or Separate Loan Advance, an initial principal amount equal to the Scheduled Principal Amount as of the Cut-off Date of the related Mortgage Loan or Separate Loan Advance, and a latest possible maturity date” for federal income tax purposes date on the Maturity Date of all interests created hereby shall be the Latest Possible Maturity Daterelated Mortgage Loan or Separate Loan Advance. The Subsidiary Class R-I Certificates will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC shall consist I after all classes of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 REMIC I Interests have been paid in full. The Class A-1-II, Class A-2-II, Class A-3-II, Class A-4-II, Class BII, Class C-II, Class D-II, Class E-II, Class F-1-II, Class F-2-II and Collateral Group 2, (exclusive of Class G-II Interests constitute "regular interests" in REMIC II and the Class P Prepayment Charges) and shall be evidenced by R-II Certificates are the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of "residual interestinterests" in REMIC II. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue following table sets forth the Class R-2 interest designation, Pass-Through Rate, initial aggregate Certificate Balance and shall designate such interest as its sole class Rated Final Distribution Date for each Class of residual interestInterests comprising the interests in REMIC II. In additionPass-Through Initial Aggregate Rated Designation Rate(1) Certificate Balance Final Distribution Date ----------- ------------ ------------------- ----------------------- Class A-1-II (2) $142,191,000.00 December 15, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 2030 Class A-2-II (the “Middle REMIC Regular Interests”2) $117,378,000.00 December 15, 2030 Class A-3-II (2) $220,490,334.00 December 15, 2030 Class A-4-II (3) $ 96,908,666.00 December 15, 2030 Class B-II (2) $ 59,394,000.00 December 15, 2030 Class C-II (2) $ 46,666,000.00 December 15, 2030 Class D-II (2) $ 46,667,000.00 December 15, 2030 Class E-II (2) $ 16,969,000.00 December 15, 2030 Class F-1-II (2) $ 10,000,000.00 December 15, 2030 Class F-2-II (2) $ 40,909,000.00 December 15, 2030 Class G-II (2) $ 50,909,929.14 December 15, 2030 Class R-II (4) December 15, 2030 (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.500% N/A LT1-Grp 2 (which, except for the Class P, Class 2) 6.000% N/A LT1-2-X (3) (3) A-LR and Class X LT1-Grp 3 (4) 7.000% N/A LT1-3-X (5) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-Grp 4 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, and REMIC 3, REMIC 3 also being referred to as the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary "Upper Tier REMIC”, the “Middle REMIC” and the “Master REMIC”"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Each Certificate, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class R and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by Certificates, represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Upper Tier REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R and the Class P Certificates, represents an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to Section 3.06(d). The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. Although the Class P Certificate represents an interest in the Trust Fund, it does not represent an interest in any of the REMICs created under this Agreement. The Middle 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 regular interests issued by in REMIC 2 for purposes of the Subsidiary REMICREMIC 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 Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for the Master each regular interest in each REMIC (whichcreated hereby is December 25, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests2033.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”): LT1-A $ 55,610,779.65 (1) LT1-F1 $ 12,176,096.50 (2) LT1-V1 $ 12,176,096.50 (3) LT1-F2 $ 15,286,754.00 (2) LT1-V2 $ 15,286,754.00 (3) LT1-F3 $ 18,381,829.50 (2) LT1-V3 $ 18,381,829.50 (3) LT1-F4 $ 21,431,563.00 (2) LT1-V4 $ 21,431,563.00 (3) LT1-F5 $ 24,404,919.00 (2) LT1-V5 $ 24,404,919.00 (3) LT1-F6 $ 27,270,082.50 (2) LT1-V6 $ 27,270,082.50 (3) LT1-F7 $ 29,994,815.00 (2) LT1-V7 $ 29,994,815.00 (3) LT1-F8 $ 32,546,960.50 (2) LT1-V8 $ 32,546,960.50 (3) LT1-F9 $ 34,882,913.50 (2) LT1-V9 $ 34,882,913.50 (3) LT1-F10 $ 33,207,493.50 (2) LT1-V10 $ 33,207,493.50 (3) LT1-F11 $ 31,612,764.00 (2) LT1-V11 $ 31,612,764.00 (3) LT1-F12 $ 30,094,697.00 (2) LT1-V12 $ 30,094,697.00 (3) LT1-F13 $ 28,649,603.50 (2) LT1-V13 $ 28,649,603.50 (3) LT1-F14 $ 27,273,972.00 (2) LT1-V14 $ 27,273,972.00 (3) LT1-F15 $ 25,964,425.00 (2) LT1-V15 $ 25,964,425.00 (3) LT1-F16 $ 24,717,819.00 (2) LT1-V16 $ 24,717,819.00 (3) LT1-F17 $ 23,531,162.00 (2) LT1-V17 $ 23,531,162.00 (3) LT1-F18 $ 22,401,534.50 (2) LT1-V18 $ 22,401,534.50 (3) LT1-F19 $ 21,392,021.00 (2) LT1-V19 $ 21,392,021.00 (3) LT1-F20 $ 36,387,031.50 (2) LT1-V20 $ 36,387,031.50 (3) LT1-F21 $ 32,866,223.00 (2) LT1-V21 $ 32,866,223.00 (3) LT1-F22 $ 29,681,993.00 (2) LT1-V22 $ 29,681,993.00 (3) LT1-F23 $ 26,855,815.00 (2) LT1-V23 $ 26,855,815.00 (3) LT1-F24 $ 24,289,196.00 (2) LT1-V24 $ 24,289,196.00 (3) LT1-F25 $ 14,745,241.50 (2) LT1-V25 $ 14,745,241.50 (3) LT1-F26 $ 13,935,865.50 (2) LT1-V26 $ 13,935,865.50 (3) LT1-F27 $ 13,176,868.00 (2) LT1-V27 $ 13,176,868.00 (3) LT1-F28 $ 16,049,019.00 (2) LT1-V28 $ 16,049,019.00 (3) LT1-F29 $ 14,797,345.00 (2) LT1-V29 $ 14,797,345.00 (3) LT1-F30 $ 13,654,579.00 (2) LT1-V30 $ 13,654,579.00 (3) LT1-F31 $ 12,610,396.50 (2) LT1-V31 $ 12,610,396.50 (3) LT1-F32 $ 11,655,507.50 (2) LT1-V32 $ 11,655,507.50 (3) LT1-F33 $ 10,781,553.00 (2) LT1-V33 $ 10,781,553.00 (3) LT1-F34 $ 9,974,904.50 (2) LT1-V34 $ 9,974,904.50 (3) LT1-F35 $ 7,949,746.50 (2) LT1-V35 $ 7,949,746.50 (3) LT1-F36 $ 7,496,725.50 (2) LT1-V36 $ 7,496,725.50 (3) LT1-F37 $ 7,069,875.50 (2) LT1-V37 $ 7,069,875.50 (3) LT1-F38 $ 6,667,669.50 (2) LT1-V38 $ 6,667,669.50 (3) LT1-F39 $ 6,288,669.50 (2) LT1-V39 $ 6,288,669.50 (3) LT1-F40 $ 5,931,439.00 (2) LT1-V40 $ 5,931,439.00 (3) LT1-F41 $ 5,594,876.50 (2) LT1-V41 $ 5,594,876.50 (3) LT1-F42 $ 94,877,606.00 (2) LT1-V42 $ 94,877,606.00 (3) LT1-R (4) (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs 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 as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class F, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the 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 Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle 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 regular interests issued by interest in REMIC 4 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs 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 as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class F, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the 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 Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle 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 regular interests issued by interest in REMIC 4 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) R-1 (7) (7). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the ,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for Distribution Date following the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership third anniversary of the Class R-2 and Class R-3 interestsscheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 5-A-2, Class 5-A-3, Class 6-A-2 or Class 6-A-3 Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2, 3, 4, 5, 6, 7, 8, 9 and 10, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class A2) N/A LT1-LR and Class AR (3) (3) AR-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.L ________________

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is 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 Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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 Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust 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 CertificateholdersHolders 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 Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs 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 “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated March 19, 2014, as further supplemented by the free writing prospectus dated March 25, 2014 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 March 19, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-X, Class 2-X or Class 3-X Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2 or 3, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. Neither the Prefunding Account nor the Capitalized Interest Account shall issue be an asset of any REMIC formed hereby. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.10% N/A LT1-1-X (which, except for the Class P, Class A2) 6.50% 1-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICPrefunding (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A6.10% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.PO (4) 0.00% 1-P LT1-R (5) $50.00 6.10% AR-L ________________

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

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) [the Cap Agreement], (ii) [the Reserve Fund], (iii) [the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls], (iv) [the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls], (v) the right to receive and the obligation to pay the Class [A-IO] Termination Amount, (vi) [the Pre-Funding Account], (vii) [the Capitalized Interest Account] and (viii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets ] (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising [three] real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative [“REMIC [1],” “REMIC [2]” and “REMIC [3]”; REMIC [3] also being referred to as the “Subsidiary Upper Tier REMIC”, the “Middle REMIC” and the “Master REMIC”]). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class [R] Certificate, represents ownership of a regular interest in the [Upper Tier] REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR [R], Class [ ], Class [X] and Class [P] Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class [R] Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of [REMIC [1], REMIC [2] and the [Upper Tier] REMIC] for purposes of the REMIC Provisions. The Middle [Upper Tier] REMIC shall hold as its assets the uncertificated Interests in REMIC [2], other than the [R-2] Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC [2] for purposes of the Subsidiary REMICREMIC 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] for purposes of the REMIC Provisions. REMIC [1] shall hold as its assets the property of the Trust Fund other than the Interests in REMIC [1] and REMIC [2] and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC [1], each of which (other than the [R-1] Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC [1] (the “Middle REMIC [1] Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the ): Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Designation Initial Principal Balance Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Rate

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising ten real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” and or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” and “Master REMIC II”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Provisions, each Group I Certificate, other than the assets constituting the Trust Fund corresponding to Collateral Group 1 Class I-R, Class R-X, Class I-P, and Collateral Group 2, (Class I-C Certificates and exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class P Prepayment ChargesII-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Uncertificated REMIC Intereststs represent ownership of a regular interests (interest in Master REMIC II. The Class I-R Certificate represents ownership of the “Subsidiary sole class of residual interest in each of REMIC Regular Interests”). In additionIA, the Subsidiary REMIC shall issue the IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Middle Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P REMIC. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The Class I-P REMIC shall hold as its assets the uncertificated REMIC regular interests Class I-P interest issued by the Subsidiary REMICMaster REMIC I, and such interest is hereby designated as a regular interest in the Class I-P REMIC for purposes of the REMIC Provisions. The Middle Class I-C REMIC shall issue hold as its assets the Class R-2 I-C interest issued by the Master REMIC I, and shall designate such interest is hereby designated as a regular interest in the Class I-C REMIC for purposes of the REMIC Provisions. Master REMIC I shall hold as its sole class assets the Class I-P Reserve Fund and the uncertificated interests in REMIC VA, other than the LT5-RA interest, and each such interest is hereby designated as a regular interest in REMIC VA for purposes of residual the REMIC Provisions. REMIC VA shall hold as its assets the uncertificated interests in REMIC IVA, other than the LT4-RA interest, and each such interest is hereby designated as a regular interest in REMIC IVA for purposes of the REMIC Provisions. REMIC IVA shall hold as its assets the uncertificated interests in REMIC IIIA, other than the LT3-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIIA for purposes of the REMIC Provisions. REMIC IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The REMIC IA shall hold as its assets the property of the Trust Fund relating to the Group I Mortgage Loans, other than the interests in REMIC IVA, REMIC IIIA, REMIC IIA and REMIC IA, and the Excluded Trust Assets. Master REMIC II shall hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its assets the property of the Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Liquidation Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the ,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the Class P Prepayment Chargesright to receive amounts from the Liquidation Reserve Fund) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for Distribution Date following the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership third anniversary of the Class R-2 and Class R-3 interestsscheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for For federal income tax purposes shall purposes, the Trust Fund (other than the Corridor Contracts, the Corridor Contract Reserve Fund and the Reserve Fund) will consist of three REMICs real estate mortgage investment conduits (each a "REMIC" or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” " and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts, the Reserve Fund and the Corridor Contract Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC . The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): ================================================================================= Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 1-A-1 $75,000,000.00 (1) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-2 $100,849,000.00 (2) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-3 $40,341,000.00 (3) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-4 (4) (5) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 1-A-5 $3,662,000.00 (7) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-6 (8) (9) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 1-A-7 $10,602,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-8 $26,686,000.00 5.50% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-1 $76,616,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 3-A-1 $257,750,000.00 6.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 4-A-1 $43,246,000.00 6.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-1 $111,000,000.00 (10) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-2 (11) (12) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 5-A-3 $3,891,000.00 5.50% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-4 $13,315,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 6-A-1 $36,166,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 7-A-1 $36,128,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class X-A (13) (14) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-B (15) (16) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-C (17) (18) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-D (19) (20) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-E (21) (22) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-F (23) (24) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class PO-A $663,597.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-B $261,609.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-C $1,626,788.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-D $169,969.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(26) $100.00 5.50% (27) (27) --------------------------------------------------------------------------------- Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC M $15,632,500.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-1 $6,079,000.00 (which, except for the 28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class P, B-2 $2,606,000.00 (28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-LR and B-3 $2,606,000.00 (28) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-4 $2,171,000.00 (28) and the $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.B-5 $1,302,777.74 (28) $100,000.00 $1,000.00 ================================================================================= ------------------------------------------

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Subsidiary REMIC 2”, “Middle REMICREMIC 1”, “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist hold each Special Retail Rounding Account. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (whichSubsidiary REMICs, except for other than the Class PLT1-R and Class LT2-R Interests, Class and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Group I Mortgage Loans, the Group II Mortgage Loans, the Group III Mortgage Loans, the Group IV Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group V Mortgage Loans, the Group VI Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I (1) 5.75% N/A(11) LT1-AX-I (2) (2) A-LR and Class X LT1-Grp II (3) 5.00% N/A LT1-II-PO $13,497.00 (4) II-P LT1-II-X (5) (5) II-X LT1-Grp III (6) 5.50% N/A LT1-AX-III (7) (7) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-Grp IV (8) 5.75% N/A LT1-DX-IV (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(9) D-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-AP $522,201.00 (4) AP LT1-R (10) (10) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee, shall elect that the Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust assets held in the Basis Risk Reserve Fund and the Interest Rate Cap Account) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the ,” “Middle REMICIntermediate REMIC 1,” “Intermediate REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Provisions, (exclusive of each Certificate other than the Class P Prepayment Charges) X-2 Certificate and shall be evidenced by Class R Certificate represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Master REMIC. In addition, the Subsidiary REMIC shall issue LIBOR and Fixed Rate Certificates (other than the Class A-LR IO Certificates) represent the right to receive payments pursuant to contractual arrangements as described in Section 5.10(e) of this Agreement. The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of the Subsidiary REMIC, Intermediate REMIC 1, Intermediate REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in Intermediate REMIC 2, other than the Class LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in Intermediate REMIC 2 for purposes of the REMIC Provisions. Intermediate REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Intermediate REMIC 1, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Intermediate REMIC 1. Intermediate REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than (i) the Lower Tier Interests in the Subsidiary REMIC and any Intermediate REMIC, (ii) the Interest Rate Cap Account and (iii) the Basis Risk Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes latest possible maturity date for each regular interest in each REMIC created hereby is the 36th month following the month of Certificates set forth below for the Master REMIC scheduled maturity of the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest maturity date. Class LT1-Pool-PO (which, except for the 1) (2) Class P, LT1-Pool-P&I 14.710% (3) (4) Class LT1-A-LR and IO-1 14.710% (3) $ 1,246,770.90 Class LT1-A-UR Certificates, shall represent the “regular interests” in the Master REMICIO-2 14.710% (3) and the $ 1,246,770.90 Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class LT1-A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the IO-3 14.710% (3) $ 1,246,770.90 Class R-2 and LT1-A-IO-4 14.710% (3) $ 1,248,130.52 Class R-3 interests.LT1-A-IO-5 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-6 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-7 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-8 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-9 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-10 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-11 14.710% (3) $ 1,248,130.52 Class LT1-A-IO-12 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-13 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-14 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-15 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-16 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-17 14.710% (3) $ 1,248,130.52 Class LT1-A-IO-18 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-19 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-20 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-21 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-22 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-23 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-24 14.710% (3) $ 1,248,130.52 Class LT1-A-IO-25 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-26 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-27 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-28 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-29 14.710% (3) $ 1,246,770.90 Class LT1-A-IO-30 14.710% (3) $ 1,246,770.90 Class LT1-P 0.00% $100.00 Class LT1-R (5) (5) ___________________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap, (iii) the Class X Cap and (iv) the right to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund receive Prepayment Premiums) be treated for federal income tax purposes shall consist of as comprising three REMICs 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 “Subsidiary REMIC”, the “Middle REMIC” and the “Master 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 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 A-IO, Class X, and Class P Certificates, represents the 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 right to receive Prepayment Premiums, the Basis Risk Cap and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date” date for federal income tax purposes of all interests each regular interest in each REMIC created hereby shall be is the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of following table sets forth (or describes) the assets constituting the Trust Fund corresponding to Collateral Group 1 class designation, interest rate, and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole initial principal amount for each class of residual interestREMIC 1 Lower Tier Interests. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC LT1 - 1A -IO(1) (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) $24,531,982.57 Class LT1 - 2A -IO(1) (which, except for the 1) $24,531,981.67 Class P, LT1 - 3A -IO(1) (1) $36,797,972.81 Class A-LR and LT1 - 4A -IO(1) (1) $49,063,962.74 Class A-UR Certificates, shall represent the “regular interests” in the Master REMICLT1 - Pool 1 (1) and the $270,057,226.11 Class R-3 Interest as the single “residual interest” in the Master REMIC. The LT1 - 1A -IO(2) (2) $16,288,455.92 Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the LT1 - 2A -IO(2) (2) $16,288,455.33 Class R-2 and LT1 - 3A -IO(2) (2) $24,432,683.19 Class R-3 interests.LT1 - 4A -IO(2) (2) $32,576,910.26 Class LT1 - Pool 2 (2) $179,309,406.10 Class LT1 – R (3) (3) ___________________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC ): LT1-A (which, except for the Class P, Class A5) (1) LT1-LR and Class AF1 $ 17,884,093.50 (2) LT1-UR Certificates, shall represent the “regular interests” in the Master REMICV1 $ 17,884,093.50 (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class ALT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.F2 $ 18,895,270.50 (2) LT1-V2 $ 18,895,270.50 (3) LT1-F3 $ 18,026,659.00 (2) LT1-V3 $ 18,026,659.00 (3) LT1-F4 $ 17,159,828.50 (2) LT1-V4 $ 17,159,828.50 (3) LT1-F5 $ 16,334,718.00 (2) LT1-V5 $ 16,334,718.00 (3) LT1-F6 $ 15,549,317.50 (2) LT1-V6 $ 15,549,317.50 (3) LT1-F7 $ 14,801,714.00 (2) LT1-V7 $ 14,801,714.00 (3) LT1-F8 $ 14,090,087.00 (2) LT1-V8 $ 14,090,087.00 (3) LT1-F9 $ 13,412,704.50 (2) LT1-V9 $ 13,412,704.50 (3) LT1-F10 $ 12,767,916.00 (2) LT1-V10 $ 12,767,916.00 (3) LT1-F11 $ 12,161,578.00 (2) LT1-V11 $ 12,161,578.00 (3) LT1-F12 $ 11,788,273.00 (2) LT1-V12 $ 11,788,273.00 (3) LT1-F13 $ 21,215,900.00 (2) LT1-V13 $ 21,215,900.00 (3) LT1-F14 $ 19,145,782.00 (2) LT1-V14 $ 19,145,782.00 (3) LT1-F15 $ 17,202,283.00 (2) LT1-V15 $ 17,202,283.00 (3) LT1-F16 $ 15,474,947.00 (2) LT1-V16 $ 15,474,947.00 (3) LT1-F17 $ 13,836,716.00 (2) LT1-V17 $ 13,836,716.00 (3) LT1-F18 $ 7,928,347.00 (2) LT1-V18 $ 7,928,347.00 (3) LT1-F19 $ 7,442,993.50 (2) LT1-V19 $ 7,442,993.50 (3) LT1-F20 $ 7,563,704.00 (2) LT1-V20 $ 7,563,704.00 (3) LT1-F21 $ 7,143,774.00 (2) LT1-V21 $ 7,143,774.00 (3) LT1-F22 $ 6,725,906.50 (2) LT1-V22 $ 6,725,906.50 (3) LT1-F23 $ 6,294,153.50 (2) LT1-V23 $ 6,294,153.50 (3) LT1-F24 $ 5,892,645.00 (2) LT1-V24 $ 5,892,645.00 (3) LT1-F25 $ 5,519,037.50 (2) LT1-V25 $ 5,519,037.50 (3) LT1-F26 $ 5,170,424.50 (2) LT1-V26 $ 5,170,424.50 (3) LT1-F27 $ 4,652,550.50 (2) LT1-V27 $ 4,652,550.50 (3) LT1-F28 $ 4,360,430.50 (2) LT1-V28 $ 4,360,430.50 (3) LT1-F29 $ 4,097,192.50 (2) LT1-V29 $ 4,097,192.50 (3) LT1-F30 $ 3,865,125.00 (2) LT1-V30 $ 3,865,125.00 (3) LT1-F31 $ 3,646,384.00 (2) LT1-V31 $ 3,646,384.00 (3) LT1-F32 $ 3,439,931.00 (2) LT1-V32 $ 3,439,931.00 (3) LT1-F33 $ 3,245,590.00 (2) LT1-V33 $ 3,245,590.00 (3) LT1-F34 $ 3,062,394.00 (2) LT1-V34 $ 3,062,394.00 (3) LT1-F35 $ 2,889,691.50 (2) LT1-V35 $ 2,889,691.50 (3) LT1-F36 $ 49,302,542.00 (2) LT1-V36 $ 49,302,542.00 (3) LT1-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor is the owner of Trustee shall elect that eight segregated asset pools within the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Interest Rate Swap Agreements, (ii) the Certificates. The Trust Supplemental Interest Accounts, (iii) the Excess Reserve Fund is being conveyed to Accounts, (iv) the Trustee to create a trust for the benefit right of the Certificateholders. The Trust Fund Group I Offered Certificates to receive Group I Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts and the obligation to pay Class I-IO Shortfalls and (v) the right of the Group II Offered Certificates to receive Group II Basis Risk Carry Forward Amounts and, without duplication, Group II Upper Tier Carry Forward Amounts and the obligation to pay Class II-IO Shortfalls) be treated for federal income tax purposes shall consist of three as comprising eight REMICs (each, with respect to Group I, a "Group I Trust REMIC" or, in the “Subsidiary REMIC”alternative, the “Middle REMIC” Group I Pooling Tier REMIC-1, the Group I Pooling Tier REMIC-2, the Group I Lower Tier REMIC and the “Master Group I Upper Tier REMIC”, respectively, and with respect to Group II, a "Group II Trust REMIC" or, in the alternative, the Group II Pooling Tier REMIC-1, the Group II Pooling Tier REMIC-2, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC, respectively). Each Class of Group I Certificates (other than the Class I-R Certificates), other than the right of each Class of Group I Offered Certificates to receive Group I Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts and the obligation to pay Class I-IO Shortfalls and the right of the Class I-CE Certificates to receive payments from the Group I Interest Rate Swap Agreement, and the right to receive Class I-IO Shortfalls, represents ownership of a regular interest in the Group I Upper Tier REMIC for purposes of the REMIC Provisions. Each Class of Group II Certificates (other than the Class II-R Certificates), other than the right of each Class of Group II Offered Certificates to receive Group II Basis Risk Carry Forward Amounts and, without duplication, Group II Upper Tier Carry Forward Amounts and the obligation to pay Class II-IO Shortfalls and the right of the Class II-CE Certificates to receive payments from the Group II Interest Rate Swap Agreement, and the right to receive Class II-IO Shortfalls, represents ownership of a regular interest in the Group II Upper Tier REMIC for purposes of the REMIC Provisions. The “Class I-R Certificates represent ownership of the sole Class of residual interest in each of the Group I Pooling Tier REMIC-1, the Group I Pooling Tier REMIC-2, the Group I Lower Tier REMIC and the Group I Upper Tier REMIC for purposes of the REMIC Provisions and the Class II-R Certificates represent ownership of the sole Class of residual interest in each of the Group II Pooling Tier REMIC-1, the Group II Pooling Tier REMIC-2, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC. The Startup Day for each Trust REMIC is the Closing Date. The latest possible maturity date” date for federal income tax purposes of all interests created hereby shall be each regular interest is the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” latest date referenced in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsSection 2.04.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the rights of the Class C Certificates in respect of any Auction Excess Proceeds, Corridor Contracts and the assets held in the Reserve Fund) as the following four separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1A, REMIC 1B, REMIC 2 and the Master REMIC. REMIC 1A will consist of Loan Group 1, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds, any rights of the Trust Fund is being conveyed to in respect of the Corridor Contract Agreements and the Reserve Fund. REMIC 1B will consist of Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds. REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (collectively, the "REMIC 1 Regular Interests"). The REMIC 1 Regular Interests will represent the "regular interests" in each of REMIC 1A and REMIC 1B. The Class R-1A Interest will represent the single Class of "residual interest" in REMIC 1A and the Class R-1B Interest will represent the single Class of "residual interest" in REMIC 1B. The rights of the Class C Certificates in respect of any Auction Excess Proceeds will be treated as a grantor trust for federal income tax purposes. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests, which (other than the Class R-2 Interests) will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R-2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 2 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates, which (other than the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class C and Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates) will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-1A, Class R-1B, Class R-2 and Class R-3 interestsInterests. 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.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group VIII, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group III and Loan Group VI, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group IV, Loan Group V, and Loan Group VII, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.500% N/A LT1-I-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-I-PO (3) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp VIII (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.750% N/A LT1-VIII-X (6) (6) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-VIII-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class A2) (2) D-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp 2 (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A6.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.2-X (4) (4) D-X LT1-Grp 3 (5) 7.000% N/A LT1-3-X (6) (6) D-X LT1-3-PO (7) (8) D-P LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to As provided herein, the Securities Administrator, on behalf of the Trustee will make multiple elections to create a trust for the benefit treat segregated pools of the Certificateholders. The Trust Fund assets subject to this Agreement for federal income tax purposes shall consist (exclusive of three REMICs (the “Subsidiary REMIC”any Additional Collateral, the “Middle REMIC” Corridor Contract and the “assets held in the Reserve Fund) as the following four separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1, REMIC 2, REMIC 3 and the Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall 1 will consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of other than the Class P Prepayment Charges) and shall be evidenced regular interests issued by the REMICs created hereunder. REMIC 1 will issue uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary "REMIC 1 Regular Interests”"). In addition, The REMIC 1 Regular Interests will represent the Subsidiary "regular interests" in REMIC shall issue 1 and the R-1 Interest will represent the single Class A-LR Certificate and shall designate such interest as its sole class of "residual interest" in REMIC 1. The Middle Trustee will hold the REMIC shall hold as its assets 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will issue uncertificated REMIC 2 regular interests, which will constitute the regular interests issued by in REMIC 2 (the Subsidiary REMIC. The Middle "REMIC shall issue 2 Regular Interests") and the Class R-2 interest and shall designate such interest as its sole class Interest, which will represent the single Class of "residual interest" in REMIC 2. In addition, The Trustee will hold the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below 2 Regular Interests for the Middle benefit of REMIC (the “Middle 3. REMIC Regular Interests”). The Master REMIC shall 3 will consist of the Middle REMIC Regular 2 Interests and shall be evidenced by the Classes of Certificates set forth below for the Master will issue uncertificated REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “3 regular interests” , which will constitute the regular interests in REMIC 3 (the Master REMIC"REMIC 3 Regular Interests") and the Class R-3 Interest as Interest, which will represent the single “Class of "residual interest” " in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the REMIC 3 Interests and will be evidenced by the Certificates, which (other than the Class A-R Certificates) will constitute the regular interests in the Master REMIC (the "Regular Certificates") and the Class R-4 Interest, which will represent the single Class of "residual interest" in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-2 R-1, Class R-2, Class R-3 and Class R-3 interestsR-4 Interests. 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. REMIC 1 ------- Except as provided below, REMIC 1 will issue a single regular interest corresponding to each Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 having a Net Mortgage Rate equal to that of its corresponding Mortgage Loan and allocated principal, interest and Realized Losses in the same manner as such items are allocated to their corresponding Mortgage Loans. REMIC 1 will issue a single regular interest corresponding to each Mortgage Loan in Loan Group 3 having a Net Mortgage Rate less than or equal to 5.50%, two regular interests (referred to collectively herein as the "Class 1-A Interests" and the "Class 1-B Interests") for each Mortgage Loan in Loan Group 3 having a Net Mortgage Rate greater than 5.50% and less than 6.00% and a single regular interest for each Mortgage Loan in Loan Group 3 having a Net Mortgage Rate greater than 6.00%. Each REMIC 1 Regular Interest corresponding to a Mortgage Loan in Loan Group 3 having a Net Mortgage Rate less than or equal to 5.50% will have a Pass Through Rate of 5.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Non-A-P Percentage of the related Mortgage Loan and (ii) the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each of the foregoing REMIC 1 Regular Interest will be treated as part of Collateral Allocation Group 3. Each of the Class 1-A Interests relating to Loan Group 3 will have a Pass Through Rate of 5.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) 6.00% minus the Net Mortgage Rate in respect of the related Mortgage Loan, divided by 0.50%, and (ii) the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each Class 1-A Interest will be treated as part of Collateral Allocation Group 3. Each of the Class 1-B Interests relating to Loan Group 3 will have a Pass Through Rate of 6.00% and a principal balance: (a) in the case of Mortgage Loans having a Net Mortgage Rate that is less than or equal to 6.00%, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Net Mortgage Rate in respect of the related Mortgage Loan minus 5.50%, divided by 0.50%, and (ii) the related Mortgage Loan's principal balance, and (b) in the case of Mortgage Loans having a Net Mortgage Rate that exceeds 6.00%, the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each Class 1-B Interest will be treated as part of Collateral Allocation Group 4. REMIC 1 will issue a single regular interest corresponding to each Mortgage Loan in Loan Group 4 having a Net Mortgage Rate less than or equal to 5.50%, the Class 1-A Interests and the Class 1-B Interests for each Mortgage Loan in Loan Group 4 having a Net Mortgage Rate greater than 5.50% and less than 6.50% and a single regular interest for each Mortgage Loan in Loan Group 4 having a Net Mortgage Rate greater than 6.50%. Each REMIC 1 Regular Interest corresponding to a Mortgage Loan in Loan Group 4 having a Net Mortgage Rate less than or equal to 5.50% will have a Pass Through Rate of 5.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Non-A-P Percentage of the related Mortgage Loan and (ii) the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each of the foregoing REMIC 1 Regular Interest will be treated as part of Collateral Allocation Group 5. Each of the Class 1-A Interests relating to Loan Group 4 will have a Pass Through Rate of 5.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) 6.50% minus the Net Mortgage Rate in respect of the related Mortgage Loan, divided by 1.00%, and (ii) the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each Class 1-A Interest will be treated as part of Collateral Allocation Group 6. Each of the Class 1-B Interests relating to Loan Group 4 will have a Pass Through Rate of 6.50% and a principal balance: (a) in the case of Mortgage Loans having a Net Mortgage Rate that is less than or equal to 6.50%, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Net Mortgage Rate in respect of the related Mortgage Loan minus 5.50%, divided by 1.00%, and (ii) the related Mortgage Loan's principal balance, and (b) in the case of Mortgage Loans having a Net Mortgage Rate that exceeds 6.50%, the related Mortgage Loan's principal balance. For purposes of the calculating the Calculation Rate, each Class 1-B Interest will be treated as part of Collateral Allocation Group 6.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Basis Risk Reserve Fund, (ii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (iv) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (v) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2” and “REMIC 3”; REMIC 3 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class AR Certificates, the Interest-LR Certificate Only Certificates, the Principal-Only Certificates, and shall designate such interest as its the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC 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 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate T1-PO (1) (2) T1-Pool (3) 16.218% (4) T1-1A-IO $4,253,849.61 16.218% (4) T1-2A-IO $1,244,788.46 16.218% (4) T1-3A-IO $ 289,960.44 16.218% (4) T1-4A-IO $ 93,297.84 16.218% (4) T1-5A-IO $ 252,682.86 16.218% (4) T1-6A-IO $ 287,578.36 16.218% (4) T1-7A-IO $ 558,056.37 16.218% (4) T1-8A-IO $ 98,803.34 16.218% (4) T1-9A-IO $ 225,850.99 16.218% (4) T1-10A-IO $ 559,486.21 16.218% (4) T1-11A-IO $ 9,158.66 16.218% (4) T1-12A-IO $ 154,766.44 16.218% (4) T1-13A-IO $ 453,784.67 16.218% (4) T1-14A-IO $ 518,159.92 16.218% (4) T1-15A-IO $ 464,308.61 16.218% (4) T1-16A-IO $ 90,081.44 16.218% (4) T1-17A-IO $ 369,091.96 16.218% (4) T1-18A-IO $ 395,485.85 16.218% (4) T1-19A-IO $1,028,263.15 16.218% (4) T1-20A-IO $ 401,639.27 16.218% (4) T1-21A-IO $ 179,261.69 16.218% (4) T1-22A-IO $ 632,311.59 16.218% (4) T1-23A-IO $ 698,929.71 16.218% (4) T1-24A-IO $ 195,676.67 16.218% (4) T1-25A-IO $ 228,474.26 16.218% (4) T1-26A-IO $1,725,456.37 16.218% (4) T1-27A-IO $ 213,079.74 16.218% (4) T1-28A-IO $2,059,951.43 16.218% (4) T1-29A-IO $ 32,864.76 16.218% (4) T1-30A-IO $4,750,589.81 16.218% (4) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts, (iv) the Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust, (vi) the obligation to pay Class IO Distribution Amounts, (vii) the Cap Contract and (viii) the Cap Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class P, and Class C Certificates, represents (i) the right to receive payments with respect to any Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class IO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall issue hold as its assets the Class Auncertificated interests in the Middle REMIC, other than the MT-LR Certificate R interest, and shall designate each such interest is hereby designated as its sole class a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in each Basis Risk Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Subsidiary REMIC 4,” “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. Each Class of Group III Certificates, other than the Class III-A-IO, Class III-X and Class X Certificates, represents the right to receive payments with respect to Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 4.07 of this Agreement. The Subsidiary REMIC shall consist of all Class X Certificates also evidence ownership of the assets constituting held from time to time in the Trust Fund corresponding to Collateral Group 1 and Collateral Group Basis Risk Reserve Fund. The Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, (exclusive Subsidiary REMIC 3, Subsidiary REMIC 4, Middle REMIC and the Master REMIC for purposes of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary Master REMIC shall issue hold as part of its assets the Class AI-LR Certificate A-22, Class I-A-26 and Class I-A-27 Rounding Accounts. The Master REMIC shall designate such interest hold as its sole class assets the several classes of residual interestuncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R, Class LT2-R, Class LT3-R and Class LT4-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Group III Mortgage Loans and all collections and accounts related thereto, other than the Basis Risk Reserve Fund. Subsidiary REMIC 4 shall hold as its assets the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests set forth below for created hereby is the Middle REMIC (the “Middle REMIC Regular Interests”)Distribution Date in October 2035. The Master following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Lower Tier Interests in Subsidiary REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1: LT1-X 6.25% (which, except for the Class P, Class A1) LT1-LR and Class APO 0.00% $2,704,274.00 LT1-UR Certificates, shall represent the “regular interests” in the Master REMICP&I 6.25% 801,636,815.55 LT1-Excess Interest (2) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(2) LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.R (3) (3)

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for For federal income tax purposes shall purposes, the Trust Fund (other than the Corridor Contracts, the Corridor Contract Reserve Fund and the Shortfall Reserve Fund) will consist of three REMICs real estate mortgage investment conduits (each a "REMIC" or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” " and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts, the Corridor Contract Reserve Fund and the Shortfall Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC . The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): ===================== =================== ================= ================== ================== Pass-Through Integral Initial Class Rate Minimum Multiples in Class Designation Certificate Balance (per annum) Denomination Excess of Minimum --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-1 $85,200,000.00 (1) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-3 $18,029,000.00 5.50% $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-4 $11,044,000.00 5.50% $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-5 $2,541,000.00 5.50% $1,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-6 $13,056,000.00 5.50% $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-A-7 $544,000.00 5.50% $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 1-X (5) (6) $25,000.00(4) $1,000.00(4) --------------------- ------------------- ----------------- ------------------ ------------------ Class 2-A-1 $117,728,000.00 (7) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 2-A-2 (8) (9) $25,000.00(4) $1,000.00(4) --------------------- ------------------- ----------------- ------------------ ------------------ Class 2-A-3 $4,906,000.00 6.50% $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class 2-X (10) (11) $25,000.00(4) $1,000.00(4) --------------------- ------------------- ----------------- ------------------ ------------------ Class PO-A $149,615.00 (12) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class PO-B $791,904.00 (12) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(13) $100.00 5.50% (14) (14) --------------------- ------------------- ----------------- ------------------ ------------------ Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC M $4,763,000.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 15) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class B-1 $2,116,600.00 (which, except for the 15) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class P, B-2 $1,323,000.00 (15) $25,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class A-LR and B-3 $926,100.00 (15) $100,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-4 $793,800.00 (15) and the $100,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class R-3 Interest as the single “residual interest” in the Master REMIC. The B-5 $661,459.33 (15) $100,000.00 $1,000.00 --------------------- ------------------- ----------------- ------------------ ------------------ Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P $100.00 0.00%(16) $100.00 N/A ===================== =================== ================= ================== ================== ------------------------------------------

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for For federal income tax purposes shall purposes, the Trust Fund (excluding of the Corridor Contract and the assets in the Corridor Contract Reserve Fund) will consist of three REMICs real estate mortgage investment conduits (each a "REMIC" or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” " and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (excluding of the Corridor Contract and the assets in the Corridor Contract Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC . The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): ====================================================================================================================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of Minimum ---------------------------------------------------------------------------------------------------------------------- Class 1-A-1 $51,462,500.00 (1) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-2 $51,462,500.00(2) (3) $25,000.00(4) $1.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 1-A-3 $65,000,000.00 5.75% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-4 $108,000,000.00 5.75% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-5 $49,980,769.00 6.50% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-6 $6,519,231.00 (5) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-7 $40,733,000.00 6.25% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-8 $3,542,000.00 (5) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-9 $28,750,000.00 (6) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-10 $6,250,000.00 (7) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-11 $29,416,400.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-12 $3,350,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-13 $1,410,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-14 $2,350,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-15 $2,900,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-16 $600,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-1 $210,817,000.00 6.25% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-2 $20,000,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-3 $20,000,000.00 6.50% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-4 $18,486,000.00 6.25% $1,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-5 $30,570,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-6 $670,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-7 $32,000,000.00(2) 0.25% $25,000.00(4) $1.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 2-A-8 $760,000.00 6.00% $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-X $413,276,032.00(2) (8) $25,000.00(4) $1.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 2-X $309,562,993.00(2) (9) $25,000.00(4) $1.00(4) ---------------------------------------------------------------------------------------------------------------------- Class PO $564,793.00 (5) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(10) $100.00 6.00% (11) (11) ---------------------------------------------------------------------------------------------------------------------- Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC M-1 $16,762,700.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 12) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class M-2 $1,862,400.00 (which, except for the 12) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class P, B-1 $8,194,700.00 (12) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class A-LR and B-2 $5,959,700.00 (12) $25,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-3 $3,724,900.00 (12) and the $100,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class R-3 Interest as the single “residual interest” in the Master REMIC. The B-4 $3,352,300.00 (12) $100,000.00 $1.00 ---------------------------------------------------------------------------------------------------------------------- Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.B-5 $2,979,941.28 (12) $100,000.00 $1.00 ====================================================================================================================== ------------------------------------------

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.500% N/A LT1-Grp 2 (which, except for the Class P, Class 2) 6.000% N/A LT1-2-X (3) (3) A-LR and Class X LT1-Grp 3 (4) 7.000% N/A LT1-3-X (5) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-Grp 4 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A4.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in each Basis Risk Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the “Subsidiary REMIC”alternative, the “Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3, Subsidiary REMIC 4, Middle REMIC” REMIC and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. Each Class of Group I and Group II Certificates, other than the Class I-A-IO, Class II-A-IO and Class C-X Certificates, represents the right to receive payments with respect to Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 4.07 of this Agreement. The Subsidiary REMIC shall consist of all Class C-X Certificates also evidence ownership of the assets constituting the Trust Fund corresponding held from time to Collateral Group 1 and Collateral Group 2, (exclusive time in each Basis Risk Reserve Fund. The Class AR Certificates represent ownership of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3, Subsidiary REMIC 4, Middle REMIC and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R, Class LT2-R, Class LT3-R and Class LT4-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto, other than the Group I Basis Risk Reserve Fund. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and all collections and accounts related thereto, other than the Group II Basis Risk Reserve Fund. Subsidiary REMIC 3 shall hold as its assets the Group III Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 4 shall hold as its assets the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” Distribution Date in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsAugust 2035.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the rights to receive and the Trustee obligations to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of rights to receive and the Certificateholders. The Trust Fund obligations to pay AFC Shortfalls and (v) any Additional Collateral) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs 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 as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class F, Class IO, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle 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 regular interests issued by interest in REMIC 4 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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; the Cap Agreement; the Reserve Fund; the rights and obligations with respect to the payment of Basis Risk Shortfalls, Unpaid Basis Risk Shortfalls and AFC Shortfalls and any Additional Collateral. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC ): T1-ARM-A (which, except for the Class P, Class A1) (2) T1-LR and Class AARM-UR Certificates, shall represent the “regular interests” in the Master REMICB (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(2) T1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) T1-IO (7) (7) R-1 (8) (8)

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided in this Agreement, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of the Swap Contract, the Corridor Contract, the Cap Contract, the Derivative Reserve Funds, the Carryover Shortfall Reserve Fund, any amounts in respect of waived Prepayment Charges paid by the Servicer to the Trustee Class AXPP Certificates pursuant to create a trust for Section 3.21(b) and any amounts in respect of Late Payment Fees paid by the benefit of Servicer to the Certificateholders. The Trust Fund Class L Certificates pursuant to Section 3.22(b)) be treated for federal income tax purposes shall consist of as comprising three REMICs real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 2” and the “Master REMIC”). Each Certificate, other than the Class A-R, Class C-X and Class L Certificates, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The “Class A-R Certificates represent ownership of the classes of residual interests in each REMIC described herein. The Master REMIC will hold as assets the several classes of uncertificated REMIC 2 Interests (other than the Class R-2 Interest). REMIC 2 will hold as assets the several classes of uncertificated REMIC 1 Interests (other than the Class R-1 Interest). REMIC 1 will hold as assets all property of the Trust Fund other than the Swap Contract, the Corridor Contract, the Cap Contract, the Derivative Reserve Funds and the Carryover Shortfall Reserve Fund. Each REMIC 2 Interest (other than the Class R-2 Interest) is hereby designated as a regular interest in REMIC 2. Each REMIC 1 Interest (other than the Class R-1 Interest) is hereby designated as a regular interest in REMIC 1. The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby in this Agreement shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist All amounts in respect of all of waived Prepayment Charges paid by the assets constituting the Trust Fund corresponding Servicer to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesAXPP Certificates pursuant to Section 3.21(b) and shall will be evidenced treated as paid directly by the uncertificated interests Servicer to the Class AXPP Certificates and not as paid by or through any REMIC created under this Agreement. REMIC 1 The REMIC 1 Interests will have the Initial Principal Balances and Pass-Through Rates as set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.following table:

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Class C-B-1 and Class 6-A-5 Interest Rate Cap Agreements and assets held in the Basis Risk Reserve Funds, the Prefunding Account, and the Capitalized Interest Account) for federal income tax purposes shall consist of three five REMICs (the “Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), the “Middle REMIC 1,” “Middle REMIC 2,” (each, a “Middle REMIC” ”), and the “Master REMIC”). Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5. Each Interest in Subsidiary REMIC 1, other than the SR-1 Interest (collectively, the “Subsidiary REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 1 shall issue the SR-1 interest and shall designate such interest as its sole class of residual interest. Middle REMIC 1 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the MR-1 Interest (collectively, the “Middle REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 shall consist of the Loan Group 6 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 shall consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC shall consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other than the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall designate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the SR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, Date (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”defined in Section 11.01 herein). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the the Prefunding Account and the Capitalized Interest Account, and exclusive of any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II and Loan Group III, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group IV and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A(6) LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICR (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(5) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, REMIC 2 also being referred to as the Trustee "Upper Tier REMIC"). Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in return the Upper Tier REMIC for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit purposes of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue Offered Certificates represent an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to section 3.06(e). The Class A-LR R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC 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 regular interests issued by in REMIC 1 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, the Pre-Funding Account, the Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests created hereby is set forth below for in section 9.01 of this agreement. Although the Middle REMIC (Class P Certificate represents an interest in the “Middle REMIC Regular Interests”). The Master REMIC shall consist Trust Fund, it does not represent an interest in any of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsREMICs created under this Agreement.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust, the Yield Maintenance Accounts and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the right to receive amounts from the related Yield Maintenance Account in the case of the Class P Prepayment Charges1-A-1 and Class 3-A-1 Certificates) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2 and 3, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-Grp 2 (3) 5.000% N/A LT1-2-PO (4) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp 3 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.500% N/A LT1-3-X (7) (7) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-R $50.00 5.000% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 and Collateral 1, Loan Group 2, (exclusive of the Class P Prepayment Charges) Loan Group 3, Loan Group 4, Loan Group 5, and Loan Group 6 and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”)) for the Middle REMIC. The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which each shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-Pool-1 (1) (1) T1-A $ 169,420,874.62 (2) T1-F $ 31,750,000.00 (3) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account, the Yield Maintenance Agreement and the Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all Class AR and Class AR-L Certificates, and in the case of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Class V-A-1 Certificates, (exclusive of the right to receive amounts from the Supplemental Interest Trust, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class P Prepayment Charges) and shall be evidenced by AR Certificates represent ownership of the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups I, II, VII, XI, and XII, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups III, IV, V, VIII, IX and X and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group VI and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-I-X (which, except for the Class P, Class A2) (2) C-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICI-PO (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(4) C-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp II (5) 5.250% N/A LT1-II-X (6) (6) C-X LT1-II-PO (7) (8) C-P LT1-Grp VII (9) 5.000% N/A LT1-VII-X (10) (10) C-X LT1-VII-PO (11) (12) C-P LT1-Grp XI (13) 5.500% N/A LT1-XI-X (14) (14) C-X LT1-XI-PO (15) (16) C-P LT1-Grp XII (17) 5.250% N/A LT1-XII-X (18) (18) C-X LT1-XII-PO (19) (20) C-P LT1-R (21) (21) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return In exchange for the Certificates. The , the Depositor hereby conveys the Trust Fund is being conveyed Estate to the Trustee to create a trust for the benefit of the CertificateholdersTrust. The Trust Fund Estate for federal income tax purposes shall consist of be treated as three REMICs real estate mortgage investment conduits (the “Subsidiary "Upper-Tier REMIC”, ," the “Middle "Middle-Tier REMIC” " and the “Master "Lower-Tier REMIC”," respectively, and each a "REMIC"). The “Uncertificated Lower-Tier Interests will represent the "regular interests" and the Class LR Interest shall be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets of the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the "regular interests" and the Class MR Interest shall be the "residual interest" in the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the assets of the Upper-Tier REMIC. The Senior Certificates (other than the Class 1-A-R Certificate, the Class CB-IO Certificates, the Class X-PO Certificates and the rights of the Class 1-A-1 and Class 2-A-1 Certificates to receive amounts from the related Reserve Fund), the Components and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-R Certificate shall represent beneficial ownership of the Class LR Interest, the Class MR Interest and the Class UR Interest. The portion of the Trust Estate consisting of the Reserve Funds, the Yield Maintenance Agreements and the rights of the Class 1-A-1 and Class 2-A-1 Certificates to receive amounts from the related Reserve Fund shall not be assets of any REMIC created hereunder, but rather shall be assets of the Grantor Trust. The "latest possible maturity date” " for federal income tax purposes of all interests created hereby shall will be the Latest Possible REMIC Certificate Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Certificates and the Trust Fund corresponding to Collateral Group 1 Components, together with the minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by integral multiples in excess thereof in which the Classes of Certificates set forth below for the Master REMIC shall be issuable: Initial Class Integral Certificate Pass- Multiples in Balance or Through Minimum Excess of Classes Notional Amount Rate Denomination Minimum ----------- --------------- ------- ------------ ------------ Class 1-A-1 $106,138,000.00 (which, except for the 1) $1,000 $1 Class P, 1-A-2 $106,138,000.00 (2) $1,000,000 $1 Class 1-A-3 $16,561,000.00 5.750% $1,000 $1 Class 1-A-4 $1,840,000.00 5.750% $1,000 $1 Class 1-A-5 $20,651,000.00 5.750% $1,000 $1 Class 1-A-6 $18,660,000.00 5.750% $1,000 $1 Class 1-A-7 $8,364,000.00 5.750% $1,000 $1 Class 1-A-8 $11,793,000.00 5.750% $1,000 $1 Class 1-IO $20,146,950.00 5.500% $1,000,000 $1 Class 1-A-LR and R $100.00 5.750% $100 N/A Class 2-A-1 $70,000,000.00 (3) $1,000 $1 Class 2-A-2 $70,000,000.00 (4) $1,000,000 $1 Class 2-A-3 $23,603,000.00 5.750% $1,000 $1 Class 2-A-4 $2,622,000.00 5.750% $1,000 $1 Class 2-A-5 $19,916,000.00 5.750% $1,000 $1 Class 2-A-6 $3,414,000.00 5.750% $1,000 $1 Class 2-A-7 $2,886,000.00 5.750% $1,000 $1 Class 2-A-8 $91,616,000.00 6.000% $1,000 $1 Class 3-A-1 $120,439,000.00 6.500% $1,000 $1 Class 4-A-1 $117,447,000.00 6.500% $1,000 $1 Class CB-IO $23,536,732.00 (5) $1,000,000 $1 Class X-PO $2,334,874.00 (6) $25,000 $1 Class B-1 $25,119,000.00 (7) $25,000 $1 Class B-2 $8,258,000.00 (7) $25,000 $1 Class B-3 $4,817,000.00 (7) $25,000 $1 Class B-4 $4,817,000.00 (7) $25,000 $1 Class B-5 $4,130,000.00 (7) $25,000 $1 Class B-6 $2,752,758.00 (7) $25,000 $1 Class 2-IO $8,210,829.20 5.500% N/A N/A Class 3-IO $5,069,069.60 5.500% N/A N/A Class 4-IO $10,256,833.20 5.500% N/A N/A Class 1-PO $422,573.50 (8) N/A N/A Class 2-PO $1,195,113.76 (8) N/A N/A Class 3-PO $528,792.74 (8) N/A N/A Class 4-PO $188,394.00 (8) N/A N/A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive Net Rate Carryover amounts to the extent such amounts reflect an interest rate exceeding the REMIC Maximum Rate or the obligation to make any payments to the Supplemental Interest Trust, (ii) the Cap 1 Contract, (ii) the Cap 2 Contract, (iii) the Cap 3 Contract, (iv) the Cap 4 Contract, (v) the Cap Account, (vi) the Swap Agreement, (vii) the Swap Account and (viii) the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” the “Master REMIC,” the “Class C REMIC,” and the “Master Class P REMIC.”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R, Class R-X, Class P, and Class C Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class R-X, Class P and Class C Certificates, represents the right to receive certain payments reflecting an interest rate greater than the REMIC Maximum Rate to the extent provided herein. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC and the Master REMIC for purposes of the REMIC Provisions. The Class R-X Certificate represents ownership of the sole Class of residual interest in each of the Class C REMIC and the Class P REMIC (each, a “R-X REMIC”) for purposes of the REMIC Provisions. The Class C REMIC shall issue hold as its assets the Class A-LR Certificate C interest issued by the Master REMIC and shall designate such interest is hereby designated as a regular interest in the Class C REMIC. The Class P REMIC shall hold as its sole class of residual assets the Class P interest issued by the Master REMIC, and such interest is hereby designated as a regular interest in the Class P REMIC. The Master REMIC shall hold as its assets the uncertificated interests in the Middle REMIC, other than the MT1-R interest, and each such interest is hereby designated as a regular interest in the Middle REMIC. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in any REMIC created hereby and the Excluded Trust Assets. The startup day with respect to each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Master REMIC shall hold each Special Retail Rounding Account. Middle REMIC 2 shall issue hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests set forth below for interest in the Middle REMIC (the “1. Middle REMIC Regular 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests”), and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Group I Mortgage Loans and the Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its asset the Group III Mortgage Loans, the Group IV Mortgage Loans, the Group V Mortgage Loans, the Group VI Mortgage Loans, the Group VII Mortgage Loans, the Group VIII Mortgage Loans and all collections and accounts related thereto. The Master startup day for each REMIC shall consist created hereby for purposes of the Middle REMIC Regular Interests 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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and shall be evidenced by the Classes of Certificates set forth below initial principal amount for the Master each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I $399,948,289.83 5.50% N/A(5) LT1-I-X (which, except for the Class P, Class 1) (1) I-X LT1-I-PO $10,132,718.00 (2) I-P LT1-Grp II $192,833,238.17 4.60% N/A LT1-II-PO $682,720.25 (2) A-LR and Class P LT1-II-X (3) (3) II-X LT1-R (4) (4) N/A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of As provided herein, an election shall be made that the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Additional Collateral, (ii) the Certificates. The Trust Fund is being conveyed to Yield Maintenance Agreements, (iii) the Trustee to create a trust for Yield Maintenance Account, (iv) the benefit of Pre-Funding Accounts, (v) the Certificateholders. The Trust Fund Capitalized Interest Accounts, (vi) the Available Funds Cap Reserve Fund, (vii) the Final Maturity Reserve Trust, (viii) the Final Maturity Reserve Account, (ix) the Auction Swap Agreement and (x) the Auction Proceeds Account (collectively, the “Excluded Assets”)) be treated for federal income tax purposes shall consist of as comprising three REMICs 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 “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). Each Certificate, other than the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each of the Class A Certificates, represents the right to receive payments with respect to Available Funds Cap Shortfalls pursuant to Sections 5.06 and 5.07 hereof. 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 Regular Interests in REMIC 2, and each such Lower Tier Regular 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 Regular Interests in REMIC 1, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust other than the Lower Tier Regular Interests in REMIC 1, REMIC 2 and the Excluded Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date” date for federal income tax purposes of all interests each regular interest in each REMIC created hereby shall be is the Latest Possible Maturity Date. The Subsidiary following table specifies the designation, interest rate, and initial principal amount for each Class of Lower Tier Interest in REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1: LT1-Pool 1 and Collateral Group (1) $ 150,879,515.96 Pool 1 LT1-GSA1 (1) $ 53,591.07 Pool 1 LT1-Pool 2 (1) $ 1,068,430,209.97 Pool 2 LT1-GSA2 (1) $ 379,436.46 Pool 2 LT1-Pool 3 (1) $ 710,322,082.72 Pool 3 LT1-GSA3 (1) $ 252,263.46 Pool 3 LT1-Pool 4 (1) $ 815,774,361.32 Pool 4 LT1-GSA4 (1) $ 289,710.72 Pool 4 LT1-IO (2) (3) Pools 1, 2, & 4 R-1 (exclusive of the Class P Prepayment Charges4) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.N/A __________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee, shall elect that the Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust assets held in the Basis Risk Reserve Fund and the Interest Rate Cap Account) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the ,” “Middle REMICIntermediate REMIC 1,” “Intermediate REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Provisions, (exclusive of each Certificate other than the Class P Prepayment Charges) X-2 Certificate and shall be evidenced by Class R Certificate represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Master REMIC. In addition, the Subsidiary REMIC shall issue LIBOR and Fixed Rate Certificates (other than the Class A-LR IO Certificates) represent the right to receive payments pursuant to contractual arrangements as described in Section 5.10(e) of this Agreement. The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of the Subsidiary REMIC, Intermediate REMIC 1, Intermediate REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in Intermediate REMIC 2, other than the Class LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in Intermediate REMIC 2 for purposes of the REMIC Provisions. Intermediate REMIC 2 shall hold as its assets the several clases of uncertificated Lower Tier Interests in Intermediate REMIC 1, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Intermediate REMIC 1. Intermediate REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than (i) the Lower Tier Interests in the Subsidiary REMIC and the Intermediate REMIC, (ii) the Interest Rate Cap Account and (iii) the Basis Risk Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes latest possible maturity date for each regular interest in each REMIC created hereby is the 36th month following the month of Certificates set forth below for the Master REMIC scheduled maturity of the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest maturity date. Class LT1-Pool-PO (which, except for the 1) (2) Class P, LT1-Pool-P&I 13.335% (3) (4) Class LT1-A-LR and IO-1 13.335% (3) $1,123,359.58 Class LT1-A-UR Certificates, shall represent the “regular interests” in the Master REMICIO-2 13.335% (3) and the $1,124,859.39 Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class LT1-A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the IO-3 13.335% (3) $1,123,359.58 Class R-2 and LT1-A-IO-4 13.335% (3) $1,123,359.58 Class R-3 interests.LT1-A-IO-5 13.335% (3) $1,124,859.39 Class LT1-A-IO-6 13.335% (3) $1,123,359.58 Class LT1-A-IO-7 13.335% (3) $1,123,359.58 Class LT1-A-IO-8 13.335% (3) $1,124,859.39 Class LT1-A-IO-9 13.335% (3) $1,123,359.58 Class LT1-A-IO-10 13.335% (3) $1,123,359.58 Class LT1-A-IO-11 13.335% (3) $1,124,859.39 Class LT1-A-IO-12 13.335% (3) $1,123,359.58 Class LT1-A-IO-13 13.335% (3) $1,123,359.58 Class LT1-A-IO-14 13.335% (3) $1,124,859.39 Class LT1-A-IO-15 13.335% (3) $1,123,359.58 Class LT1-A-IO-16 13.335% (3) $1,124,859.39 Class LT1-A-IO-17 13.335% (3) $1,123,359.58 Class LT1-A-IO-18 13.335% (3) $1,123,359.58 Class LT1-A-IO-19 13.335% (3) $1,124,859.39 Class LT1-A-IO-20 13.335% (3) $1,123,359.58 Class LT1-A-IO-21 13.335% (3) $1,123,359.58 Class LT1-A-IO-22 13.335% (3) $1,124,859.39 Class LT1-A-IO-23 13.335% (3) $1,123,359.58 Class LT1-A-IO-24 13.335% (3) $1,123,359.58 Class LT1-A-IO-25 13.335% (3) $1,124,859.39 Class LT1-A-IO-26 13.335% (3) $1,123,359.58 Class LT1-A-IO-27 13.335% (3) $1,123,359.58 Class LT1-A-IO-28 13.335% (3) $1,124,859.39 Class LT1-A-IO-29 13.335% (3) $1,123,359.58 Class LT1-A-IO-30 13.335% (3) $1,123,359.58 Class LT1-P 0.00% $100.00 Class LT1-R (5) (5) ___________________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-Pool-1 (1) (1) T1-A $ 232,565,674.00 (2) T1-F $ 25,981,500.00 (3) T1-V $ 25,981,500.00 (4) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests set forth below for created hereby is the Middle REMIC (the “Middle REMIC Regular Interests”)Distribution Date in November 2035. The Master following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Lower Tier Interests in Subsidiary REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1: LT1-AX 7.50% (which, except for the Class P, Class A1) LT1-LR and Class APO 0.00% $ 6,277,485.24 LT1-UR Certificates, shall represent the “regular interests” in the Master REMICP&I 7.50% $ 186,469,896.18 LT1-R (2) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(2)

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class A2) (2) D-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMIC1-PO (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(4) D-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp 2 (5) 6.250% N/A LT1-2-X (6) (6) D-X LT1-2-PO (7) (8) D-P LT1-Grp 3 (9) 6.500% N/A LT1-3-X (10) (10) D-X LT1-3-PO (11) (12) D-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Securities Administrator shall elect that the Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Charge Waiver Amounts) be treated for federal income tax purposes shall consist of as comprising three REMICs real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”), respectively). Each Certificate, other than the Class A-R Certificate, represents ownership of a regular interest in REMIC III for purposes of the REMIC Provisions. The “Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereby for purposes of the REMIC Provisions. REMIC III shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular 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, 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 the Lower Tier Interests in REMIC I and REMIC II, and any Prepayment Charge Waiver Amounts. 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” date for federal income tax purposes of all interests each regular interest in each REMIC created hereby shall be is the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC I shall issue the Class A-LR Certificate and shall designate such interest as its sole class several classes of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMICI Interests set out below. The Middle Each such REMIC shall issue I Interest, other than the Class R-2 R-1 Interest, is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). I. The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for following table specifies the Class Pdesignation, interest rate, and principal amount for each Class Aof REMIC I Interests: LT-LR and Class AI-UR Certificates, shall represent the “regular interests” in the Master REMICGSA 6.00% (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class AI LT-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.I-Subgroup 6.00% (2) I LT-II-GSA 6.50% (1) II LT-II-Subgroup 6.50% (2) II LT-III-GSA 7.50% (1) III LT-III-Subgroup 7.50% (2) III LT-X (3) (3) NA LT-PO 0.00% $1,560,764 NA R-1 (4) (4) (4)

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account and the Yield Maintenance Agreement) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups I and II, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups III, IV, and V and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-I-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-I-PO (3) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp II (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.500% N/A LT1-II-X (6) (6) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-R (7) (7) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Accounts and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class AR and Collateral Group 2, (Class AR-L Certificates and exclusive of the Class P Prepayment Charges) and shall be evidenced by right to receive amounts from the uncertificated interests set forth below that shall be designated as REMIC regular interests (related Yield Maintenance Account in the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue case of the Class A1-LR Certificate A-1, Class 1-A-8 and shall designate such Class 1-A-9 Certificates, represents ownership of a regular interest as its in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 5, 6 and 7, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4, 8, 9 and 10, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 5 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-5-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-5-PO (3) (4) C-P LT1-Grp 6 (5) 6.000% N/A LT1-6-X (6) (6) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-6-PO (7) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class (8) D-P LT1-Grp 7 (9) 5.500% N/A LT1-7-X (10) (10) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-7-PO (11) (12) C-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Additional Collateral, (ii) the Certificates. The Trust Fund is being conveyed to Swap Agreements, (iii) the Trustee to create a trust for Swap Agreement Amount Account, (iv) the benefit of Swap Agreement Payment Account, (v) the Certificateholders. The Trust Fund Termination Receipts Account, (vi) the Replacement Receipts Account, (vii) the Available Funds Cap Reserve Fund, and (viii) the Separate Interest Trust) be treated for federal income tax purposes shall consist of three REMICs 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 “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Each Certificate, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR X Certificate and shall designate the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A-X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such interest as its REMIC under the heading “Upper Tier REMIC.” In addition, each Certificate, other than the Class R and the Class A-X Certificates, represents the right to receive payments with respect to Available Funds Cap Shortfalls pursuant to Sections 5.08 and 5.09 hereof. The Class R Certificate represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 3, and each such Lower Tier Regular Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 2, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 1, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Regular Interests in REMIC 1, REMIC 2 and REMIC 3, the Additional Collateral, the Available Funds Cap Reserve Fund, the Swap Agreements, the Swap Agreement Amount Account, the Swap Agreement Payment Account, the Termination Receipts Account, the Replacement Receipts Account and the Separate Interest Trust. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the Additional Collateral, the Corridor Contracts and the assets held in the Reserve Funds) as the following five separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1A, REMIC 1B, REMIC 2, REMIC 3 and the Master REMIC. REMIC 1A will consist of the Mortgage Loans comprising Loan Group 1, 2 and 3 excluding any rights of the Trust Fund is being conveyed to in respect of the Additional Collateral and the Corridor Contracts and the assets held in the Reserve Funds. REMIC 1B will consist of the Mortgage Loans comprising Loan Group 4, excluding any rights of the Trust Fund in respect of the Additional Collateral and the Corridor Contracts and the assets held in the Reserve Funds. Each of REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (the "REMIC 1A Regular Interests" and the "REMIC 1B Regular Interests", respectively, and collectively, the "REMIC 1 Regular Interests"). The REMIC 1A Regular Interests and REMIC 1B Regular Interests will represent the "regular interests" in REMIC 1A and REMIC 1B, respectively, and the Class R1A Interest and Class R1B Interest will represent the single Class of "residual interest" in each of REMIC 1A and REMIC 1B. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Regular Interests, which will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC 3. REMIC 3 will consist of the REMIC 2 Interests and will be evidenced by the REMIC 3 Regular Interests, which will constitute the regular interests in REMIC 3 (the "REMIC 3 Regular Interests") and the Class R3 Interest, which will represent the single Class of "residual interest" in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 3 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates), which will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as MR Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-2 R1A, Class R1B, Class R2, R3 and Class R-3 interestsMR Interests. 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. REMIC 1A -------- Except as provided below, REMIC 1A will issue a single regular interest corresponding to each Mortgage Loan in Collateral Allocation Group 1, Collateral Allocation Group 2, Collateral Allocation Group 3 and Collateral Allocation Group 4 having a Net Mortgage Rate equal to that of its corresponding Mortgage Loan and allocated principal, interest and Realized Losses in the same manner as such items are allocated to their corresponding Mortgage Loans. REMIC 1A will issue a single regular interest corresponding to each Mortgage Loan in Loan Group 1 having a Net Mortgage Rate less than or equal to 5.00%, two regular interests (referred to collectively herein as the "Class 1-A Interests" and the "Class 1-B Interests") for each Mortgage Loan in Loan Group 1 having a Net Mortgage Rate greater than 5.00% and less than 6.00% and a single regular interest for each Mortgage Loan in Loan Group 1 having a Net Mortgage Rate greater than 6.00%.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall will consist of three REMICs (the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall will be the Latest Possible Maturity Date. The Subsidiary REMIC shall 1 will consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 I, Loan Group II and Collateral Loan Group 2, (exclusive of the Class P Prepayment Charges) III and shall will be evidenced by the following uncertificated 8 interests set forth below that shall be designated as REMIC regular interests interests: the LT1-I Interest, the LT2-I Interest, the LT3-I Interest, the LT1-II Interest, the LT2-II Interest, the LT3-II Interest, the LT-AX Interest and the LT-PO Interest (the “Subsidiary REMIC 1 Regular Interests”). In addition, the Subsidiary REMIC 1 shall issue the Class A-LR Certificate R-1 interest and shall designate such interest as its sole class of residual interest. The Middle Subsidiary REMIC 2 shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMICREMIC 1. The Middle Subsidiary REMIC 2 shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle Subsidiary REMIC 2 shall issue the 18 uncertificated REMIC regular interests (the “Subsidiary REMIC 2 Regular Interests”) set forth below for the Middle Subsidiary REMIC (the “Middle REMIC Regular Interests”). 2 The Master REMIC shall will consist of the Middle Subsidiary REMIC 2 Regular Interests and shall will be evidenced by the 19 Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall which each will represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate R shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-1, Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the rights of the Class C Certificates in respect of any Auction Excess Proceeds, any Additional Collateral, the Corridor Contracts and the assets held in the Reserve Fund) as the following four separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1A, REMIC 1B, REMIC 2 and the Master REMIC. REMIC 1A will consist of Loan Group 1, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds, any rights of the Trust Fund is being conveyed to in respect of the Corridor Contract Agreements and the Reserve Fund. REMIC 1B will consist of Loan Group 2 and Loan Group 3, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds. REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (collectively, the "REMIC 1 Regular Interests"). The REMIC 1 Regular Interests will represent the "regular interests" in each of REMIC 1A and REMIC 1B. The Class R-1A Interest will represent the single Class of "residual interest" in REMIC 1A and the Class R-1B Interest will represent the single Class of "residual interest" in REMIC 1B. The rights of the Class C Certificates in respect of any Auction Excess Proceeds will be treated as a grantor trust for federal income tax purposes. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests, which (other than the Class R-2 Interests) will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R-2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 2 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates, which (other than the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class C and Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates) will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-1A, Class R-1B, Class R-2 and Class R-3 interestsInterests. 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.

PRELIMINARY STATEMENT. The Depositor is the owner of Trustee shall elect that six segregated asset pools within the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Excess Reserve Fund Account, (ii) the Certificates. The Trust Fund is being conveyed to Pre-Funding Account, (iii) the Trustee to create a trust for Capitalized Interest Account and (iv) the benefit right of the Certificateholders. The Trust Fund Group II Principal Certificates to receive Basis Risk Carry Forward Amounts) be treated for federal income tax purposes shall consist of three as comprising six REMICs (each, with respect to Group I, a "Group I Trust REMIC" or, in the “Subsidiary REMIC”alternative, the “Middle Group I Pooling Tier REMIC” , the Group I Lower Tier REMIC and the “Master Group I Upper Tier REMIC”, respectively, and with respect to Group II, a "Group II Trust REMIC" or, in the alternative, the Group II REMIC PF, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC, respectively). The “Startup Day for each Trust REMIC is the Closing Date. The latest possible maturity date” date for federal income tax each regular interest is the latest date referenced in Section 2.04. Each Class of Group I Certificates (other than the Class I-R Certificates) represents ownership of a regular interest in the Group I Upper Tier REMIC for purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class I-R Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive sole Class of residual interest in each of the Group I Pooling Tier REMIC, the Group I Lower Tier REMIC and the Group I Upper Tier REMIC. The Class P Prepayment Charges) II-CE Interest, the Class II-UT-PFIO Interest and shall each Class of Group II Principal Certificates (other than the right of each Class of Group II Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Group II Upper Tier REMIC for purposes of the REMIC Provisions. The Class II-R Certificates represent ownership of the sole Class of residual interest in each of the Group II REMIC PF, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC. GROUP I Pooling Tier REMIC The Group I Pooling Tier REMIC will hold as assets the Group I Mortgage Loans. The Class PT-I-1B, Class PT-I-1Q, Class PT-I-2B, Class PT-I-2Q, Class PT-I-3B and Class PT-I-3Q Interests will evidence "regular interests" in the Group I Pooling Tier REMIC created hereunder. The Class PT-I-R Interest will constitute the sole Class of "residual interests" in the Group I Pooling Tier REMIC and will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class AI-LR Certificate and shall designate such interest as its sole class of residual interestR Certificates. The Middle REMIC shall hold as its assets following table sets forth the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 Original Group I Pooling Tier Principal Amounts and per annum rates of interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle Group I Pooling Tier REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class APT-LR and Class AI-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.R Interest:

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund shall elect that is hereby conveyed to [two] segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three as comprising [two] REMICs (each, a “REMIC” or, in the “Subsidiary REMIC”alternative, the “Middle REMIC” [Lower Tier] REMIC and the “Master [Upper Tier] REMIC”, respectively). Each Class of Certificates (other than the Class [P] and Class [R] Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk Carryover Amounts and the right of the Class [X] Certificates to receive payments from [the Cap Agreements], represents ownership of a regular interest in the [Upper Tier] REMIC for purposes of the REMIC Provisions. The “Class [R] Certificate represents ownership of the sole Class of residual interest in each of the [Lower Tier] REMIC and the [Upper Tier] REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date” date for federal income tax purposes of all interests created hereby shall be each Certificate is the Latest Possible Maturity Datelatest date referenced in Section 2.05. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle [Upper Tier] REMIC shall hold as its assets the several Classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle [Lower Tier] REMIC Regular Interests”), set out below. The Master REMIC shall consist of the Middle Each such [Lower Tier] REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “Interest is hereby designated as a regular interests” interest in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master [Lower Tier] REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall [P] Certificates represent beneficial ownership of the Prepayment Charges, each Class R-2 of LIBOR Certificates [and the Class R-3 interests.[ ] Certificates] represents beneficial ownership of a regular interest in the [Upper Tier] REMIC, and the right to receive Basis Risk Carryover Amounts in the case of the LIBOR Certificates, and the Class [X] Certificates represent beneficial ownership of a regular interest in the [Upper Tier] REMIC, [the Excess Reserve Fund Account] and [the Cap Agreements]. Class [ ] (1) [ ] [ ] Class [ ] (1) [ ] [ ] Class [ ]- [Group I] (2) [ ] N/A Class [ ]-[Group II] (3) [ ] N/A Class [ ]-[R] (4) (4) N/A ______________________________

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

PRELIMINARY STATEMENT. The Depositor is intends to sell pass-through certificates (collectively, the owner "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of four classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class X Certificate and (iv) the Class R Certificates. As provided herein, the Trustee will make an election to treat the assets of the Trust Fund that is hereby conveyed other than the Pre-Funding Accounts, Capitalized Interest Accounts and the rights of Class A Certificateholders to the Trustee receive payments in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit respect of the Certificateholders. The Trust Fund their related Interest Carryover, as three separate REMICs (as defined herein) for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”)purposes. The “latest possible maturity date” for For federal income tax purposes the Class A Certificates and Class X Certificates represent beneficial interests in the "regular interests" in REMIC III and the Class R-III Component represents the sole class of all interests created hereby shall be "residual interest" in REMIC III for purposes of the Latest Possible Maturity DateREMIC Provisions. The Subsidiary Class R-I Component represents the sole class of "residual interest" in REMIC shall consist I and the Class R-II Component represents the sole class of all "residual interest" in REMIC II for purposes of the REMIC Provisions. There are also six classes of uncertificated REMIC I Regular Interests issued under this Agreement (the Class LT1, Class LT2, Class LT3, Class LT4, Class LT5 and Class LT6 Interests), each of which will constitute regular interests in REMIC I. There are also eight classes of uncertificated REMIC II Regular Interests issued under this Agreement (the Class MT1, Class MT2, Class MT3, Class MT4, Class MT5, Class MT6, Class MTN2 and Class MTN5 Interests), each of which will constitute regular interests in REMIC II. The REMIC I Regular Interests will be held as assets constituting of REMIC II and the REMIC II Regular Interests will be held as assets of REMIC III. In addition to representing beneficial interests in the corresponding REMIC III Regular Interests, the Class A Certificates represent the right to receive payments in respect of their related Interest Carryovers from amounts otherwise distributable to the Class X Certificateholders. The Class X Certificates also represent beneficial interests in the corresponding Class X Regular Interest, subject to the obligation to make payments to the Class A Certificates in respect of their related Interest Carryovers. The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates comprising the interests in the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the created hereunder: Original Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Certificate Initial Principal Pass-Through Assumed Final Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Balance Rate Maturity Dates ----- ------- ---- --------------

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will elect that the Trust Fund is being conveyed to (other than the Trustee to create a trust for Supplemental Loan Account, the benefit of Capitalized Interest Account, the Certificateholders. The Trust Fund Corridor Contracts and the Corridor Contract Reserve Fund) be treated for federal income tax purposes shall consist of as three REMICs real estate mortgage investment conduits (each a "REMIC," or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” ," and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. For federal income tax purposes, the "latest possible maturity date” for federal income tax purposes " of all REMIC regular interests created hereby shall will be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): ======================== ========================== ================== ======================== ====================== Integral Pass-Through Multiples in Class Initial Class Rate Minimum Excess of Designation Certificate Balance (per annum) Denomination Minimum ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-1 $292,232,000.00 (1) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-3 $49,300,000.00 (5) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-4 (6) (7) $25,000.00(4) $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-5 $138,040,000.00 (8) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-6 $730,000.00 5.50% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-7 $19,641,000.00 5.50% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 2-A-1 $23,627,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 2-A-2 $505,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 3-A-1 $71,364,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class PO $2,389,603.00 (9) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(10) $100.00 5.50% $100.00(11) $100.00(11) ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class R-2 interest and shall designate such interest as its sole class of residual interest. In additionM $13, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 147,000.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-1 $5,008,000.00 (which, except for the 12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class P, B-2 $3,130,000.00 (12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class A-LR and B-3 $3,130,000.00 (12) $100,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-4 $2,191,000.00 (12) and the $100,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.B-5 $1,565,296.62 (12) $100,000.00 $1,000.00 ======================== ========================== ================== ======================== ======================

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return In exchange for the Certificates. The , the Depositor hereby conveys the Trust Fund is being conveyed Estate to the Trustee to create a trust for the benefit of the CertificateholdersTrust. The Trust Fund Estate for federal income tax purposes shall consist of will be treated as three REMICs separate real estate mortgage investment conduits (the “Subsidiary "Upper-Tier REMIC”, the “Middle ," "Middle-Tier REMIC” " and the “Master "Lower-Tier REMIC”," respectively, and each, a "REMIC"). The “Class A Certificates (other than the Class 1-A-R, Class 1-A-MR and Class 1-A-LR Certificates) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the "regular interests" in the Middle-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC, the Class 1-A-MR Certificate shall be the "residual interest" in the Middle-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates, the Uncertificated Lower-Tier Interests and the Middle-Tier Interests will represent the entire beneficial ownership interest in the Trust. The "latest possible maturity date” " for federal income tax purposes of all interests created hereby shall will be the Latest Possible REMIC Certificate Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by integral multiples in excess thereof in which the Classes of Certificates set forth below for shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the Master REMIC minimum denomination): ====================== ====================== ============================== ======================== ======================== Integral Multiples Initial Class Minimum in Excess Classes Certificate Balance Pass-Through Rate Denomination of Minimum ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-1 $558,000,000.00 (which, except for the 1) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class P, 1-A-2 $15,000,000.00 6.000% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-3 $43,000,000.00 3.500% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-4 $340,551,000.00 5.000% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-5 $75,000,000.00 4.500% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-6 $250,000,000.00 4.200% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-7 $825,000.00 4.500% (2) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-IO $724,376,000.00 (3) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-R $50.00 (1) $50 N/A ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-MR $25.00 (1) $25 N/A ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 1-A-LR and $25.00 (1) $25 N/A ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 2-A-1 $435,079,000.0 (4) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 2-A-2 $17,403,000.0 (4) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 3-A-1 $71,888,000.0 (5) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 4-A-1 $97,897,000.0 4.698% (6) $1,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class 4-A-UR Certificates, shall represent the “regular interests” in the Master REMICIO $97,897,000.0 (7) and the $10,000,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class R-3 Interest as the single “residual interest” in the Master REMIC. The B-1-IO $18,447,000.00 1.700% (8) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the B-1 $18,447,000.00 (9) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class R-2 and B-2 $7,766,000.00 (10) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class R-3 interests.B-3 $3,883,000.00 (10) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class B-4 $1,942,000.00 (10) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class B-5 $1,941,000.00 (10) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ Class B-6 $2,913,292.00 (10) $25,000 $1 ---------------------- ---------------------- ------------------------------ ------------------------ ------------------------ -----------------

PRELIMINARY STATEMENT. The Depositor is Securities Administrator on behalf of the owner of Trustee shall elect that two segregated asset pools within the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Prepayment Premiums, (ii) late payment fees, and (iii) the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit rights and obligations of the Certificateholders. The Trust Fund Class A-X Certificates under the Interest Rate Swap Agreement and the Class A-1/A-X NPC and the rights and obligations of the Class A-1 Certificates under the Class A-1/A-X NPC) be treated for federal income tax purposes shall consist of three as comprising two REMICs (each, a "Trust REMIC" or, in the “Subsidiary REMIC”alternative, the “Middle REMIC” Lower Tier REMIC and the “Master Upper Tier REMIC”, respectively). The “Startup Day for each Trust REMIC is the Closing Date. The latest possible maturity date” date for federal income tax purposes each Lower Tier REMIC Regular Interest and each Upper Tier REMIC Regular Interest is the latest date referenced in Section 2.04. Each Class of all interests created hereby shall be Principal Certificates (other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 rights and Collateral Group 2, (exclusive obligations of the Class P Prepayment ChargesA-1 Certificates under the Class A-1/A-X NPC) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate X Certificates (other than the rights and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets obligations under the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) Interest Rate Swap Agreement and the Class R-3 Interest as the single “residual interest” A-1/A-X NPC), represents ownership of a regular interest in the Master REMICUpper Tier REMIC for purposes of the REMIC Provisions. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates represent ownership of the Master sole Class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC. For federal income tax purposes, but instead shall the Class A-1 Certificates, the Class A-X Certificates, the Class P Certificates and the Class L Certificates represent beneficial ownership of the Supplemental Interest Trust and portions of the Trust Fund, as described in this Agreement, which shall be treated as a grantor trust (the "Grantor Trust") as more fully described in this Preliminary Statement. Lower Tier REMIC The Lower Tier REMIC will hold as assets the Mortgage Loans. The Lower Tier REMIC shall issue the following interests, and each such interest, other than the Class R-2 LT-A-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC (the "Lower Tier REMIC Regular Interests"). The Class LT-A-R Interest is hereby designated as the sole Class of residual interest in the Lower Tier REMIC and shall be represented by the Class R-3 interests.A-R Certificates. Corresponding Lower Tier Upper Tier REMIC Initial Lower REMIC Regular Class Designation Interest Rate Tier Principal Amount Interest(s) Class LT-A-1 (1) The Corresponding Upper Tier A-1 and A-X REMIC Interest initial Class Certificate Balance Class LT-A-2 (1) The Corresponding Upper Tier A-2 REMIC Interest initial Class Certificate Balance Class LT-B-1 (1) The Corresponding Upper Tier B-1 REMIC Interest initial Class Certificate Balance Class LT-B-2 (1) The Corresponding Upper Tier B-2 REMIC Interest initial Class Certificate Balance Class LT-B-3 (1) The Corresponding Upper Tier B-3 REMIC Interest initial Class Certificate Balance Class LT-B-4 (1) The Corresponding Upper Tier B-4 REMIC Interest initial Class Certificate Balance Class LT-B-5 (1) The Corresponding Upper Tier B-5 REMIC Interest initial Class Certificate Balance Class LT-B-6 (1) The Corresponding Upper Tier B-6 REMIC Interest initial Class Certificate Balance Class LT-UTAR (1) The Corresponding Upper Tier UT-A-R REMIC Interest initial Class Certificate Balance Class LT-A-R (2) (2) N/A

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 3 and 4, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 3 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.750% N/A LT1-3-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-Grp 4 (3) 5.500% N/A LT1-4-X (4) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-R (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(5) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of Securities Administrator shall elect that [ ] segregated asset pools within the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Prepayment Premiums, (ii) [the Certificates. The Trust Interest Rate Swap Agreement], (iii) [the Supplemental Interest Trust], (iv) the Excess Reserve Fund is being conveyed to Account and (v) the Trustee to create a trust for the benefit right of the Certificateholders. The Trust Fund LIBOR Certificates to receive Upper-Tier Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts and the obligation to pay Class [ ] Shortfalls) be treated for federal income tax purposes as comprising [ ] REMICs (each, a “Trust REMIC” or, in the alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC, the Class [ ] REMIC, the Class [ ] REMIC, the Class [ ] REMIC and the Class [X] REMIC, respectively). The Class [X] Interest, Class [ ] Interest and each Class of LIBOR Certificates (other than the right of each Class of LIBOR Certificates to receive (i) Upper-Tier Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts and (ii) the obligation to pay Class [ ] Shortfalls) represents ownership of a regular interest in a REMIC for purposes of the REMIC Provisions. The Class R Certificates represent ownership of the sole class of residual interest in each of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class RC Certificates represent ownership of the sole class of residual interest in the Pooling-Tier REMIC-1 for purposes of the REMIC Provisions. The Class RX Certificates represent ownership of the sole class of residual interest in the Class [ ] REMIC, the Class [ ] REMIC, the Class [ ] REMIC and the Class [X] REMIC for purposes of the REMIC Provisions. The Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the latest date referenced in Section 2.05. The Class [X] REMIC shall consist hold as assets the Class UT-X Interest, the Class UT-IO Interest and the Class UT-3 Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of three REMICs uncertificated Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the several classes of uncertificated Pooling-Tier REMIC-2 Regular Interests. Pooling-Tier REMIC-2 shall hold as assets the several classes of uncertificated Pooling-Tier REMIC-1 Regular Interests. Pooling-Tier REMIC-1 shall hold as assets the assets of the Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Excess Reserve Fund Account and (v) the right of the LIBOR Certificates to receive Upper-Tier Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts and the obligation to pay Class IO Shortfalls). Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ], Class LT-[ ] and Class LT-[ ] Interests are hereby designated the LT-Accretion Directed Classes (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMICLT-Accretion Directed Classes”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle [ ] REMIC shall hold as its assets an asset the uncertificated REMIC regular interests Class [ ] Interest issued by the Subsidiary Upper-Tier REMIC. The Middle REMIC shall issue , the Class R-2 interest and [ ] Certificates shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist represent ownership of the Middle REMIC Regular Interests and shall be evidenced regular interest issued by the Classes of Certificates set forth below for the Master Class [ ] REMIC (which, except for and the Class P, Class A-LR and Class A-UR Certificates, [ ]-R Interest shall represent the “regular interests” sole class residual interest in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master [ ] REMIC. The Class A-UR Certificate [ ] REMIC shall not be considered a Certificate hold as an asset the Class [ ] Interest issued by the Master Upper-Tier REMIC, but instead the Class [ ] Certificates shall represent ownership of the regular interest issued by the Class [ ] REMIC and the Class [ ]-R Interest shall represent the sole class residual interest in the Class [ ] REMIC. The Class [ ] REMIC shall hold as an asset the Class [ ] Interest issued by the Upper-Tier REMIC, the Class [ ] Certificates shall represent ownership of the regular interest issued by the Class [ ] REMIC and the Class [ ]-R Interest shall represent the sole class residual interest in the Class [ ] REMIC. The Class [X] REMIC shall hold as an asset the Class UT-[X] Interest, the Class UT-[ ] Interest and the Class UT-3 Interest issued by the Upper-Tier REMIC, the Class [X] Interest shall represent the regular interest issued by the Class [X] REMIC and the Class [X]-R Interest shall represent the sole class residual interest in the Class [X] REMIC. The Class [X] Certificates represent beneficial ownership of the Class R-2 [X] Interest[, the Supplemental Interest Trust] and the Excess Reserve Fund Account. For federal income tax purposes, each Class R-3 interests.of LIBOR Certificates represents a beneficial ownership of a regular interest in the Upper-Tier REMIC, the right to receive Upper-Tier Carry Forward Amounts (and, without duplication, Basis Risk Carry Forward Amounts), the obligation to pay Class [ ] Shortfalls, the Class [X] Certificates represent beneficial ownership of the Class [X] Interest, the Class [ ] Interest, [the Interest Rate Swap Agreement,] [the Supplemental Interest Trust,] the Excess Reserve Fund Account, the right to receive Class [ ] Shortfalls, and the Class [P] Certificates represent beneficial ownership of the Prepayment Premiums, which portions of the Trust Fund shall be treated as a grantor trust. Pooling-Tier REMIC-1 shall issue the following interests in Pooling-Tier REMIC-1, and each such interest is hereby designated as a regular interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 Interests with an “I” in their designation shall relate to Loan Group [ ] and Pooling Tier REMIC-1 Interests with a “II” in their designation shall relate to Loan Group [ ]. Pooling-Tier REMIC-1 shall also issue the Class RC Certificates. The Class RC Certificates are hereby designated as the sole class of residual interest in Pooling-Tier REMIC-1. The Class RC Certificates shall have a $[ ] Class Certificate Balance and shall have no interest rate. Class PT1-I-1 (1) $[ ] Class PT1-I-2A (2) $[ ] Class PT1-I-2B (3) $[ ] Class PT1-I-3A (2) $[ ] Class PT1-I-3B (3) $[ ] Class PT1-I-4A (2) $[ ] Class PT1-I-4B (3) $[ ] Class PT1-I-5A (2) $[ ] Class PT1-I-5B (3) $[ ] Class PT1-I-6A (2) $[ ] Class PT1-I-6B (3) $[ ] Class PT1-I-7A (2) $[ ] Class PT1-I-7B (3) $[ ] Class PT1-I-8A (2) $[ ] Class PT1-I-8B (3) $[ ] Class PT1-I-9A (2) $[ ] Class PT1-I-9B (3) $[ ] Class PT1-I-10A (2) $[ ] Class PT1-I-10B (3) $[ ] Class PT1-I-11A (2) $[ ] Class PT1-I-11B (3) $[ ] Class PT1-I-12A (2) $[ ] Class PT1-I-12B (3) $[ ] Class PT1-I-13A (2) $[ ] Class PT1-I-13B (3) $[ ] Class PT1-I-14A (2) $[ ] Class PT1-I-14B (3) $[ ] Class PT1-I-15A (2) $[ ] Class PT1-I-15B (3) $[ ] Class PT1-I-16A (2) $[ ] Class PT1-I-16B (3) $[ ] Class PT1-I-17A (2) $[ ] Class PT1-I-17B (3) $[ ] Class PT1-I-18A (2) $[ ] Class PT1-I-18B (3) $[ ] Class PT1-I-19A (2) $[ ] Class PT1-I-19B (3) $[ ] Class PT1-I-20A (2) $[ ] Class PT1-I-20B (3) $[ ] Class PT1-I-21A (2) $[ ] Class PT1-I-21B (3) $[ ] Class PT1-I-22A (2) $[ ] Class PT1-I-22B (3) $[ ] Class PT1-I-23A (2) $[ ] Class PT1-I-23B (3) $[ ] Class PT1-I-24A (2) $[ ] Class PT1-I-24B (3) $[ ] Class PT1-I-25A (2) $[ ] Class PT1-I-25B (3) $[ ] Class PT1-I-26A (2) $[ ] Class PT1-I-26B (3) $[ ] Class PT1-I-27A (2) $[ ] Class PT1-I-27B (3) $[ ] Class PT1-I-28A (2) $[ ] Class PT1-I-28B (3) $[ ] Class PT1-I-29A (2) $[ ] Class PT1-I-29B (3) $[ ] Class PT1-I-30A (2) $[ ] Class PT1-I-30B (3) $[ ] Class PT1-I-31A (2) $[ ] Class PT1-I-31B (3) $[ ] Class PT1-I-32A (2) $[ ] Class PT1-I-32B (3) $[ ] Class PT1-I-33A (2) $[ ] Class PT1-I-33B (3) $[ ] Class PT1-I-34A (2) $[ ] Class PT1-I-34B (3) $[ ] Class PT1-I-35A (2) $[ ] Class PT1-I-35B (3) $[ ] Class PT1-I-36A (2) $[ ] Class PT1-I-36B (3) $[ ] Class PT1-I-37A (2) $[ ] Class PT1-I-37B (3) $[ ] Class PT1-I-38A (2) $[ ] Class PT1-I-38B (3) $[ ] Class PT1-I-39A (2) $[ ] Class PT1-I-39B (3) $[ ] Class PT1-I-40A (2) $[ ] Class PT1-I-40B (3) $[ ] Class PT1-I-41A (2) $[ ] Class PT1-I-41B (3) $[ ] Class PT1-I-42A (2) $[ ] Class PT1-I-42B (3) $[ ] Class PT1-I-43A (2) $[ ] Class PT1-I-43B (3) $[ ] Class PT1-I-44A (2) $[ ] Class PT1-I-44B (3) $[ ] Class PT1-I-45A (2) $[ ] Class PT1-I-45B (3) $[ ] Class PT1-I-46A (2) $[ ] Class PT1-I-46B (3) $[ ] Class PT1-I-47A (2) $[ ] Class PT1-I-47B (3) $[ ] Class PT1-I-48A (2) $[ ] Class PT1-I-48B (3) $[ ] Class PT1-I-49A (2) $[ ] Class PT1-I-49B (3) $[ ] Class PT1-I-50A (2) $[ ] Class PT1-I-50B (3) $[ ] Class PT1-I-51A (2) $[ ] Class PT1-I-51B (3) $[ ] Class PT1-I-52A (2) $[ ] Class PT1-I-52B (3) $[ ] Class PT1-I-53A (2) $[ ] Class PT1-I-53B (3) $[ ] Class PT1-I-54A (2) $[ ] Class PT1-I-54B (3) $[ ] Class PT1-I-55A (2) $[ ] Class PT1-I-55B (3) $[ ] Class PT1-I-56A (2) $[ ] Class PT1-I-56B (3) $[ ] Class PT1-I-57A (2) $[ ] Class PT1-I-57B (3) $[ ] Class PT1-I-58A (2) $[ ] Class PT1-I-58B (3) $[ ] Class PT1-I-59A (2) $[ ] Class PT1-I-59B (3) $[ ] Class PT1-I-60A (2) $[ ] Class PT1-I-60B (3) $[ ] Class PT1-I-61A (2) $[ ] Class PT1-I-61B (3) $[ ] Class PT1-II-1 (4) $[ ] Class PT1-II-2A (5) $[ ] Class PT1-II-2B (6) $[ ] Class PT1-II-3A (5) $[ ] Class PT1-II-3B (6) $[ ] Class PT1-II-4A (5) $[ ] Class PT1-II-4B (6) $[ ] Class PT1-II-5A (5) $[ ] Class PT1-II-5B (6) $[ ] Class PT1-II-6A (5) $[ ] Class PT1-II-6B (6) $[ ] Class PT1-II-7A (5) $[ ] Class PT1-II-7B (6) $[ ] Class PT1-II-8A (5) $[ ] Class PT1-II-8B (6) $[ ] Class PT1-II-9A (5) $[ ] Class PT1-II-9B (6) $[ ] Class PT1-II-10A (5) $[ ] Class PT1-II-10B (6) $[ ] Class PT1-II-11A (5) $[ ] Class PT1-II-11B (6) $[ ] Class PT1-II-12A (5) $[ ] Class PT1-II-12B (6) $[ ] Class PT1-II-13A (5) $[ ] Class PT1-II-13B (6) $[ ] Class PT1-II-14A (5) $[ ] Class PT1-II-14B (6) $[ ] Class PT1-II-15A (5) $[ ] Class PT1-II-15B (6) $[ ] Class PT1-II-16A (5) $[ ] Class PT1-II-16B (6) $[ ] Class PT1-II-17A (5) $[ ] Class PT1-II-17B (6) $[ ] Class PT1-II-18A (5) $[ ] Class PT1-II-18B (6) $[ ] Class PT1-II-19A (5) $[ ] Class PT1-II-19B (6) $[ ] Class PT1-II-20A (5) $[ ] Class PT1-II-20B (6) $[ ] Class PT1-II-21A (5) $[ ] Class PT1-II-21B (6) $[ ] Class PT1-II-22A (5) $[ ] Class PT1-II-22B (6) $[ ] Class PT1-II-23A (5) $[ ] Class PT1-II-23B (6) $[ ] Class PT1-II-24A (5) $[ ] Class PT1-II-24B (6) $[ ] Class PT1-II-25A (5) $[ ] Class PT1-II-25B (6) $[ ] Class PT1-II-26A (5) $[ ] Class PT1-II-26B (6) $[ ] Class PT1-II-27A (5) $[ ] Class PT1-II-27B (6) $[ ] Class PT1-II-28A (5) $[ ] Class PT1-II-28B (6) $[ ] Class PT1-II-29A (5) $[ ] Class PT1-II-29B (6) $[ ] Class PT1-II-30A (5) $[ ] Class PT1-II-30B (6) $[ ] Class PT1-II-31A (5) $[ ] Class PT1-II-31B (6) $[ ] Class PT1-II-32A (5) $[ ] Class PT1-II-32B (6) $[ ] Class PT1-II-33A (5) $[ ] Class PT1-II-33B (6) $[ ] Class PT1-II-34A (5) $[ ] Class PT1-II-34B (6) $[ ] Class PT1-II-35A (5) $[ ] Class PT1-II-35B (6) $[ ] Class PT1-II-36A (5) $[ ] Class PT1-II-36B (6) $[ ] Class PT1-II-37A (5) $[ ] Class PT1-II-37B (6) $[ ] Class PT1-II-38A (5) $[ ] Class PT1-II-38B (6) $[ ] Class PT1-II-39A (5) $[ ] Class PT1-II-39B (6) $[ ] Class PT1-II-40A (5) $[ ] Class PT1-II-40B (6) $[ ] Class PT1-II-41A (5) $[ ] Class PT1-II-41B (6) $[ ] Class PT1-II-42A (5) $[ ] Class PT1-II-42B (6) $[ ] Class PT1-II-43A (5) $[ ] Class PT1-II-43B (6) $[ ] Class PT1-II-44A (5) $[ ] Class PT1-II-44B (6) $[ ] Class PT1-II-45A (5) $[ ] Class PT1-II-45B (6) $[ ] Class PT1-II-46A (5) $[ ] Class PT1-II-46B (6) $[ ] Class PT1-II-47A (5) $[ ] Class PT1-II-47B (6) $[ ] Class PT1-II-48A (5) $[ ] Class PT1-II-48B (6) $[ ] Class PT1-II-49A (5) $[ ] Class PT1-II-49B (6) $[ ] Class PT1-II-50A (5) $[ ] Class PT1-II-50B (6) $[ ] Class PT1-II-51A (5) $[ ] Class PT1-II-51B (6) $[ ] Class PT1-II-52A (5) $[ ] Class PT1-II-52B (6) $[ ] Class PT1-II-53A (5) $[ ] Class PT1-II-53B (6) $[ ] Class PT1-II-54A (5) $[ ] Class PT1-II-54B (6) $[ ] Class PT1-II-55A (5) $[ ] Class PT1-II-55B (6) $[ ] Class PT1-II-56A (5) $[ ] Class PT1-II-56B (6) $[ ] Class PT1-II-57A (5) $[ ] Class PT1-II-57B (6) $[ ] Class PT1-II-58A (5) $[ ] Class PT1-II-58B (6) $[ ] Class PT1-II-59A (5) $[ ] Class PT1-II-59B (6) $[ ] Class PT1-II-60A (5) $[ ] Class PT1-II-60B (6) $[ ] Class PT1-II-61A (5) $[ ] Class PT1-II-61B (6) $[ ] Class PT1-R (7) $[ ]

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return In exchange for the Certificates. The , the Depositor hereby conveys the Trust Fund is being conveyed Estate to the Trustee to create a trust for the benefit Trust. As provided herein, the Securities Administrator shall make elections to treat the Trust Estate (exclusive of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of Yield Maintenance Agreements, the Reserve Funds and the Rounding Account) as three REMICs real estate mortgage investment conduits (the “Subsidiary "Upper-Tier REMIC”, ," the “Middle "Intermediate Lower-Tier REMIC” " and the “Master "Lower-Tier REMIC”," respectively, and each a "REMIC"). The “Uncertificated Lower-Tier Interests will represent the "regular interests" and the Class LR Interest shall be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets of the Intermediate Lower-Tier REMIC. The Uncertificated Intermediate Lower-Tier Interests shall constitute the "regular interests" and the Class ILR Interest shall be the "residual interest" in the Intermediate Lower-Tier REMIC. The Uncertificated Intermediate Lower-Tier Interests shall constitute the assets of the Upper-Tier REMIC. The Senior Certificates (other than the Class 1-A-1, Class 1-A-7, Class 1-A-13, Class 30-IO, Class 30-PO and the Class 2-A-R Certificates), the Class 1-A-1 Interest, the Class 1-A-7 Interest, the Class 1-A-13 Interest, the Components and the Class B Certificates are referred to collectively as the "Upper-Tier Regular Interests" and shall constitute "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 2-A-R Certificate shall represent beneficial ownership of the Class LR Interest, the Class ILR Interest and the Class UR Interest. The "latest possible maturity date” " for federal income tax purposes of all interests created hereby shall will be the Latest Possible REMIC Certificate Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Certificates and the Trust Fund corresponding to Collateral Group 1 Components, together with the minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by integral multiples in excess thereof in which the Classes of Certificates set forth below for the Master REMIC shall be issuable: INTEGRAL INITIAL CLASS PASS- MULTIPLES IN CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM ------------ ------------------- ------- ------------ ------------ Class 1-A-1 $ 52,278,000 (which, except for the 1) $ 1,000 N/A Class P, 1-A-2 $ 52,278,000 (2) $1,000,000 $ 1 Class 1-A-3 $ 985,000 6.00% $ 1,000 $ 1 Class 1-A-4 $ 17,348,000 6.00% $ 1,000 $ 1 Class 1-A-5 $ 1,928,000 6.00% $ 1,000 $ 1 Class 1-A-6 $ 20,811,000 6.00% $ 1,000 $ 1 Class 1-A-7 $ 15,700,000 (3) $ 1,000 $ 1 Class 1-A-8 $ 15,700,000 (4) $1,000,000 $ 1 Class 1-A-9 $ 3,175,000 6.00% $ 1,000 $ 1 Class 1-A-10 $ 53,506,000 6.00% $ 1,000 $ 1 Class 1-A-11 $ 13,423,000 6.00% $ 1,000 $ 1 Class 1-A-12 $ 267,000 6.00% $ 1,000 $ 1 Class 1-A-13 $ 5,000,000 (5) $ 1,000 $ 1 Class 1-A-14 $ 5,000,000 (6) $1,000,000 $ 1 Class 2-A-LR and R $ 100 6.00% $ 100 N/A Class 2-A-1 $ 15,386,000 6.00% $ 1,000 $ 1 Class 2-A-2 $ 1,480,000 6.00% $ 1,000 $ 1 Class 2-A-3 $ 1,872,000 6.00% $ 1,000 $ 1 Class 2-A-4 $ 2,358,000 6.00% $ 1,000 $ 1 Class 2-A-5 $ 4,971,000 6.00% $ 1,000 $ 1 Class 2-A-6 $ 26,921,000 6.00% $ 1,000 $ 1 Class 2-A-7 $ 884,000 6.00% $ 1,000 $ 1 Class 2-A-8 $ 370,000 6.00% $ 1,000 $ 1 Class 2-A-9 $ 3,563,000 6.00% $ 1,000 $1,000 Class 2-A-10 $ 13,550,000 5.75% $ 1,000 $ 1 Class 2-A-11 $ 18,027,000 6.00% $ 1,000 $ 1 Class 2-A-12 $ 660,000 6.00% $ 1,000 $ 1 Class 2-A-13 $ 564,583 6.00% $ 564,583 N/A Class 3-A-1 $ 78,704,000 5.75% $ 1,000 $ 1 Class 3-A-2 $ 5,170,000 5.75% $ 1,000 $ 1 Class 3-A-3 $ 981,000 5.75% $ 1,000 $ 1 Class 3-A-4 $ 8,827,000 5.75% $ 1,000 $ 1 Class 4-A-1 $ 3,239,000 6.00% $ 1,000 $ 1 Class 4-A-2 $ 29,150,000 6.00% $ 1,000 $ 1 Class 4-A-3 $ 7,449,000 6.00% $ 1,000 $ 1 Class 4-A-4 $183,548,000 6.00% $ 1,000 $ 1 Class 4-A-5 $ 12,312,000 6.00% $ 1,000 $ 1 Class 4-A-6 $ 59,248,000 6.00% $ 1,000 $ 1 Class 4-A-7 $ 5,012,000 6.00% $ 1,000 $ 1 Class 4-A-8 $ 11,300,000 6.00% $ 1,000 $ 1 Class 30-IO $ 18,479,794 (7) $1,000,000 $ 1 Class 30-PO $ 1,401,033 (8) $ 25,000 $ 1 INTEGRAL INITIAL CLASS PASS- MULTIPLES IN CERTIFICATE BALANCE THROUGH MINIMUM EXCESS OF CLASSES OR NOTIONAL AMOUNT RATE DENOMINATION MINIMUM ------------ ------------------- ------- ------------ ------------ Class B-1 $15,232,000 (9) $25,000 $1 Class B-2 $ 4,605,000 (9) $25,000 $1 Class B-3 $ 2,834,000 (9) $25,000 $1 Class B-4 $ 2,125,000 (9) $25,000 $1 Class B-5 $ 1,417,000 (9) $25,000 $1 Class B-6 $ 1,417,041 (9) $25,000 $1 INITIAL COMPONENT INTEGRAL BALANCE OR PASS- MULTIPLES IN COMPONENT NOTIONAL THROUGH MINIMUM EXCESS OF COMPONENTS AMOUNT RATE DENOMINATION MINIMUM ------------- ------------------ ------- ------------ ------------ Class 1-30-IO $11,801,931 6.000% N/A N/A Class 2-30-IO $ 1,191,104 6.000% N/A N/A Class 3-30-IO $ 1,208,624 6.000% N/A N/A Class 4-30-IO $ 4,278,133 6.000% N/A N/A Class 1-30-PO $ 824,157 (10) N/A N/A Class 3-30-PO $ 576,876 (10) N/A N/A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to As provided herein, the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Trustee, for federal income tax purposes purposes, shall consist treat the Trust Fund as consisting of three REMICs a trust (the “Subsidiary REMICES Trust”) beneath which are three real estate mortgage investment conduits (or in the alternative, “REMIC 1”, the “Middle REMICREMIC 2” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. REMIC 1 will consist of the Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 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 REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which will constitute the regular interests in the Master REMIC and the Class R2 Interest, which will represent the single Class of “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the REMIC 2 Interests and will be evidenced by the Master REMIC Interests (other than the Class R3 Interests), which will constitute the regular interests in the Master REMIC and the Class R3 Interest, which will represent the single Class of “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereby shall hereunder will be the Latest Possible Maturity Date. The Subsidiary ES Trust shall hold all Master REMIC regular interests, and shall consist issue the Certificates. Each Certificate, other than the Class A-R Certificate, will represent ownership of all one or more of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (held by the “Subsidiary REMIC Regular Interests”)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 Subsidiary REMIC shall issue the Class A-LR fullest extent possible, ownership of an ES Trust Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest treated as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial direct ownership of the Class R-2 and Class R-3 interestsindividual, underlying assets represented by such ES Trust Certificate for federal income tax reporting purposes.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed (exclusive of any amounts in respect of waived Prepayment Charges paid by the Servicer to the Trustee Class P Certificates pursuant to create a trust for Section 3.19(b) and any amounts in respect of waived Late Payment Fees paid by the benefit of Servicer to the Certificateholders. The Trust Fund Class L Certificates pursuant to Section 3.20(b)) for federal income tax purposes shall will consist of three REMICs (the “Subsidiary REMICREMIC 1”, the “Middle REMICREMIC 2” and the “Master REMIC”). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The “Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Master REMIC will hold as assets the REMIC 2 Regular Interests. REMIC 2 will hold as assets the REMIC 1 Regular Interests. REMIC 1 will hold as assets all property of the Trust Fund (exclusive of any amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.19(b) and any amounts in respect of waived Late Payment Fees paid by the Servicer to the Class L Certificates pursuant to Section 3.20(b)). For federal income tax purposes, each Certificate (other than the Class A-R Certificate) is hereby designated as a regular interest in the Master REMIC and each REMIC 1 Regular Interest and REMIC 2 Regular Interest, as defined below, is designated as a regular interest in the REMIC 1 and REMIC 2, respectively. The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby in this Agreement shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist All amounts in respect of all of waived Prepayment Charges paid by the assets constituting the Trust Fund corresponding Servicer to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesCertificates pursuant to Section 3.19(b) and shall hereof will be evidenced treated as paid directly by the uncertificated interests set forth below that shall be designated Servicer to the Class P Certificates and not as paid by or through any REMIC created hereunder. REMIC 1 will issue a single regular interest corresponding to each Mortgage Loan having an Adjusted Net Mortgage Rate less than or equal to 6.00%, two regular interests (referred to collectively herein as the “Subsidiary REMIC Regular Class 1-A Interests” and the “Class 1-B Interests”) for each Mortgage Loan having an Adjusted Net Mortgage Rate greater than 6.00% and less than 6.50%, two regular interests (referred to collectively herein as the “Class 1-C Interests” and the “Class 1-D Interests”) for each Mortgage Loan having an Adjusted Net Mortgage Rate greater than 6.50% and less than 7.00% and a single regular interest for each Mortgage Loan having an Adjusted Net Mortgage Rate equal to 6.50% (collectively the “Class 1-B Interests”) or greater than or equal to 7.00% (collectively the “Class 1-D Interests”). In additionEach REMIC 1 Regular Interest corresponding to a Mortgage Loan having an Adjusted Net Mortgage Rate less than or equal to 6.00% will have a Pass Through Rate of 6.00% and a principal balance, following the Subsidiary REMIC shall issue allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the Class Aproduct of: (i) the Non-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist PO Percentage of the Middle related Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each of the foregoing REMIC 1 Regular Interests and shall Interest will be evidenced by the Classes treated as part of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMICCollateral Allocation Group 1. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Each of the Class R-2 1-A Interests will have a Pass Through Rate of 6.00% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 1 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class R-3 interests1-A Interest will be treated as part of Collateral Allocation Group 1. Each of the Class 1-B Interests will have a Pass Through Rate of 6.50% and a principal balance: (a) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is less than 6.50%, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 2 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan, and (b) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is equal to 6.50%, the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-B Interest will be treated as part of Collateral Allocation Group 2. Each of the Class 1-C Interests will have a Pass Through Rate of 6.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 2 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-C Interest will be treated as part of Collateral Allocation Group 2. Each of the Class 1-D Interests will have a Pass Through Rate of 7.00% and a principal balance: (a) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is less than or equal to 7.00%, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 3 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan, and (b) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that equals or exceeds 7.00%, the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-D Interest will be treated as part of Collateral Allocation Group 3.

PRELIMINARY STATEMENT. The Depositor is the owner Board of Directors of the Trust Fund that is hereby conveyed to Depositor has duly authorized the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create formation of a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”"Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $674,999,100 to be known as th e Saxon Asset Securities Trust 2000-3, Mortgage Loan Asset Backed Certificates, Series 2000-3 (the “Middle REMIC” and the “Master REMIC”"Certificates"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Certificates in the Latest Possible Maturity Dateaggregate evidence the entire beneficial ownership in the Trust. The Subsidiary REMIC shall Certificates consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of following: the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In additionAF-1, the Subsidiary REMIC shall issue the Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-1, Class A-LR Certificate IO, Class PF-1, Class PV-1, Class C and shall designate such interest Class R Certificates. In accordance with Section 10.01 of the Standard Terms, the Trustee will make elections to treat each of the segregated pools of assets described below as its a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC. The Certificates, other than the Class R Certificates, represent ownership of the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions. The Class R Certificates represents ownership of the sole class of residual interestinterest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The Middle ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the SECOND- TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary POOLING REMIC. The Middle POOLING REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Estate other than the Lower Tier Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account, and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” latest date specified in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Section 9.01 of the Class R-2 and Class R-3 interestsStandard Terms.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, an election shall be made that the Trust Fund is being conveyed to (exclusive of (i) the Trustee to create a trust for Swap Agreement, (ii) the benefit of Swap Account, (iii) the Certificateholders. The Net WAC Cap Account, (iv) the Cap Agreement, (v) the Cap Account, (vi) the Final Maturity Reserve Fund, and (vii) the External Trust Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and the “Master REMICREMIC 3”). The “latest possible maturity date” 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 for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Offered Certificate represents (i) the Subsidiary right to receive payments with respect to any Net WAC Cap Carryover and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and REMIC 3. The Class X Certificate represents ownership of four regular interests in REMIC 3 as described in footnote (14) 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 issue hold as assets the uncertificated lower tier interests in REMIC 2, other than the Class A-LR Certificate R-2 interest, and shall designate each such lower tier interest is hereby designated as its sole class of residual interesta regular interest in REMIC 2. The Middle REMIC 2 shall hold as its assets the uncertificated lower tier interests in REMIC 1, other than the Class R-1 interest, and each such lower tier interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the lower tier interests issued by in REMIC 1 and REMIC 2 and the Subsidiary REMICExcluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Asset Group 1 and Collateral 1, Asset Group 2, (exclusive of the Class P Prepayment Charges) Asset Group 4, Asset Group 5, Asset Group 6, Asset Group 7, and Asset Group 8 and shall be evidenced by the uncertificated interests set forth below that below, which shall be designated as REMIC regular interests (the “Subsidiary REMIC 1 Regular Interests”). In addition, the Subsidiary REMIC 1 shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle Subsidiary REMIC 2 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1 and the assets constituting the Trust Fund corresponding to Asset Group 3 (the “Subsidiary REMICREMIC 2 Regular Interests”). The Middle Subsidiary REMIC 2 shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle Subsidiary REMIC 2 shall issue the uncertificated REMIC regular interests set forth below for the Middle Subsidiary REMIC (the “Middle REMIC Regular Interests”)2. The Master REMIC shall consist of the Middle Subsidiary REMIC 2 Regular Interests and shall be evidenced by the Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which each shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, and REMIC 3, REMIC 3 also being referred to as the Trustee "Upper Tier REMIC"). Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in return the Upper Tier REMIC for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit purposes of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R and the Class P Certificates, represents an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to Section 3.06(d). The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. Although the Class P Certificate represents an interest in the Trust Fund, it does not represent an interest in any of the REMICs created under this Agreement. The Middle 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 regular interests issued by in REMIC 2 for purposes of the Subsidiary REMICREMIC 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 Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for the Master each regular interest in each REMIC (whichcreated hereby is March 25, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests2033.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.):

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return In exchange for the Certificates. The , the Depositor hereby conveys the Trust Fund is being conveyed Estate to the Trustee to create a trust for the benefit of the CertificateholdersTrust. The Trust Fund Estate for federal income tax purposes shall consist of be treated as three REMICs real estate mortgage investment conduits (the “Subsidiary "Upper-Tier REMIC”, ," the “Middle "Middle-Tier REMIC” " and the “Master "Lower-Tier REMIC”," respectively, and each a "REMIC"). The “Uncertificated Lower-Tier Interests will represent the "regular interests" and the Class LR Interest shall be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets of the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the "regular interests" and the Class MR Interest shall be the "residual interest" in the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the assets of the Upper-Tier REMIC. The Senior Certificates (other than the Class 2-A-R Certificate, the Class 30-IO Certificates, the Class 30-PO Certificates and the rights of the Class 2-A-1, Class 3-A-12 and Class 4-A-1 Certificates to receive amounts from the related Reserve Fund), the Components and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 2-A-R Certificate shall represent beneficial ownership of the Class LR Interest, the Class MR Interest and the Class UR Interest. The portion of the Trust Estate consisting of the Reserve Funds, the Yield Maintenance Agreements and the rights of the Class 2-A-1, Class 3-A-12 and Class 4-A-1 Certificates to receive amounts from the related Reserve Fund shall not be assets of any REMIC created hereunder, but rather shall be assets of the Grantor Trust. The "latest possible maturity date” " for federal income tax purposes of all interests created hereby shall will be the Latest Possible REMIC Certificate Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Certificates and the Trust Fund corresponding to Collateral Group 1 Components, together with the minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by integral multiples in excess thereof in which the Classes of Certificates set forth below for the Master REMIC (which, except for the shall be issuable: Initial Class P, Class AIntegral Certificate Multiples Balance or Pass-LR and Class A-UR Certificates, shall represent the “regular interests” Through Minimum in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Excess Classes Notional Amount Rate Denomination of the Class R-2 and Class R-3 interests.Minimum ------- --------------- ---- ------------ ----------

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of the Interest Rate Cap Agreements, the Interest Rate Cap Accounts, the Basis Risk Reserve Fund and any amounts payable to the Trustee in return for the Class ES and Class PP Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund ) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class X, Class ES, Class PP, Class AR and Collateral Group 2Class AR-L Certificates, (and exclusive of the right to receive Basis Risk Shortfalls, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class P Prepayment Charges) and shall be evidenced by AR Certificates represent ownership of the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV and Loan Group VIII, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group V, Loan Group VI, Loan Group VII, and Loan Group IX and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-I-A-1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class A3) I-LR and Class AA-1 LTI-UR Certificates, shall represent the “regular interests” in the Master REMICI-A-2 (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(3) I-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.A-2 LT1-I-A-3 (1) (3) I-A-3 LT1-I-A-4 (1) (3) I-A-4 LT1-I-M-1 (1) (3) I-M-1 LT1-I-M-2 (1) (3) I-M-2 LT1-I-M-3 (1) (3) I-M-3 LT1-I-M-4 (1) (3) I-M-4 LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account, the Yield Maintenance Agreement and the Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class AR and Collateral Group 2, (Class AR-L Certificates and exclusive of the Class P Prepayment Charges) and shall be evidenced by right to receive amounts from the uncertificated interests set forth below that shall be designated as REMIC regular interests (Supplemental Interest Trust in the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue case of the Class A5-LR Certificate and shall designate such A-1 Certificates, represents ownership of a regular interest as its in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 2 and 6, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 1, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 2 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-2-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-Grp (3) 5.75% N/A LT1-6-X (4) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-R (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.00% N/A(9) LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) I-P LT1-Grp IV (5) 6.00% N/A LT1-IV-X (6) (6) IV-X LT1-IV-PO (7) (4) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising eight real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” and or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “Master REMICREMIC VA,” “Master REMIC I,” “REMIC IB” and “Master REMIC II”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Provisions, each Group I Certificate, other than the assets constituting the Trust Fund corresponding to Collateral Group 1 Class I-R Certificates and Collateral Group 2, (exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class P Prepayment ChargesII-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Uncertificated REMIC Intereststs represent ownership of a regular interests (interest in Master REMIC II. The Class I-R Certificate represents ownership of the “Subsidiary sole class of residual interest in each of REMIC Regular Interests”). In additionIA, the Subsidiary REMIC shall issue the IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate and shall designate such interest as its represents ownership of the sole class of residual interest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. 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. Master REMIC I shall hold as its assets the Class I-P Reserve Fund and the uncertificated interests in REMIC VA, other than the LT5-RA interest, and each such interest is hereby designated as a regular interest in REMIC VA for purposes of the REMIC Provisions. The Middle REMIC VA shall hold as its assets the uncertificated interests in REMIC IVA, other than the LT4-RA interest, and each such interest is hereby designated as a regular interest in REMIC IVA for purposes of the REMIC Provisions. REMIC IVA shall hold as its assets the uncertificated interests issued by in REMIC IIIA, other than the Subsidiary REMICLT3-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIIA for purposes of the REMIC Provisions. REMIC IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The Middle REMIC IA shall issue hold as its assets the Class R-2 interest property of the Trust Fund relating to the Group I Mortgage Loans, other than the interests in REMIC IVA, REMIC IIIA, REMIC IIA and REMIC IA, and the Excluded Trust Assets. Master REMIC II shall designate hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its sole class assets the property of residual interestthe Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the Additional Collateral, the Swap Agreement and the assets held in the Swap Account) as the following five separate real estate mortgage investment conduits (each, a "REMIC"): the REMIC 1A, REMIC 1B, REMIC 1C, REMIC 2 and the Master REMIC. The Swap Agreement and Swap Account will be assets of a separate trust, and will not be part of any REMIC. REMIC 1A will consist of the Mortgage Loans comprising Loan Group 1, excluding any rights of the Trust Fund is being conveyed to in respect of the Additional Collateral and the Swap Agreement. REMIC 1B will consist of the Mortgage Loans comprising of Loan Group 2 and Loan Group 3, excluding any rights of the Trust Fund in respect of the Additional Collateral and the Swap Agreement. REMIC 1C will consist of the Mortgage Loans comprising of Loan Group 4, Loan Group 4 and Loan Group 6 excluding any rights of the Trust Fund in respect of the Additional Collateral and the Swap Agreement. Each of REMIC 1A, REMIC 1B and REMIC 1C will issue uncertificated REMIC regular interests (the "REMIC 1A Regular Interests", the "REMIC 1B Regular Interests" and the "REMIC 1C Regular Interests", respectively, and collectively, the "REMIC 1 Regular Interests"). The REMIC 1A Regular Interests, REMIC 1B Regular Interests and REMIC 1C Regular Interests will represent the "regular interests" in REMIC 1A, REMIC 1B and REMIC 1C, respectively, and the Class R-1A Interest, Class R-1B and R-1C Interest will represent the single Class of "residual interest" in each of REMIC 1A, REMIC 1B and REMIC 1C. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will issue uncertificated REMIC regular interests (the "REMIC 2 Regular Interests"). The REMIC 2 Regular Interests will represent the "regular interests" in REMIC 2, and the Class R-2 Interest will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 2 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates), which will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as MR Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-1A, Class R-1B, Class R-1C, Class R-2 and Class R-3 interestsMR Interests. 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.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of as comprising three REMICs real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and the Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in September 2035. Subsidiary REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle 1: Subsidiary Corresponding Class REMIC Regular Interests”). The 1 Initial of Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Interest Principal Balance Interest Rate Certificates set forth below for the Master REMIC (which, except for the Class P, Class LT1-I-A-1 $182,527,265 6.5000% I-A-1 LT1-I-B-1 $ 10,430,287 6.5000% I-B-1 LT1-I-B-2 $ 5,468,305 6.5000% I-B-2 LT1-I-B-3 $ 1,113,914 6.5000% I-B-3 LT1-I-B-4 $ 1,215,179 6.5000% I-B-4 LT1-I-B-5 $ 303,795 6.5000% I-B-5 LT1-I-B-6 $ 202,529 6.5000% I-B-6 LT1-I-P $ 1,268,456 0.0000% I-P LT1-AR $ 100 6.5000% AR LT1-A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMICX (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 1, Collateral Group 2, and Collateral Group 23, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (Certificates exclusive of the right to receive amounts from the related Yield Maintenance Account in the case of the Class P Prepayment Charges7-A-1 and Class 8-A-6 Certificates) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 6, 7, 8, 9, 10, 11 and 12, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-5-PO (which, except for the Class P, Class A2) (3) D-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp 2 (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.750% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 3 (5) 6.250% N/A LT1-Grp 4 (6) 7.000% N/A LT1-Grp 5 (7) 7.500% N/A LT1-5-X (8) (8) D-X LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the Additional Collateral, the Swap Agreement and the assets held in the Swap Account) as the following four separate real estate mortgage investment conduits (each, a "REMIC"): the REMIC 1A, REMIC 1B, REMIC 2 and the Master REMIC. REMIC 1A will consist of the Mortgage Loans comprising Loan Group 1, excluding any rights of the Trust Fund is being conveyed to in respect of the Additional Collateral and the Swap Agreement. REMIC 1B will consist of the Mortgage Loans comprising of Loan Group 2, Loan Group 3 and Loan Group 4, excluding any rights of the Trust Fund in respect of the Additional Collateral and the Swap Agreement. Each of REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (the "REMIC 1A Regular Interests" and the "REMIC 1B Regular Interests", respectively, and collectively, the "REMIC 1 Regular Interests"). The REMIC 1A Regular Interests and REMIC 1B Regular Interests will represent the "regular interests" in REMIC 1A and REMIC 1B, respectively, and the Class R1A Interest and Class R1B Interest will represent the single Class of "residual interest" in each of REMIC 1A and REMIC 1B. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Regular Interests, which will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 2 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates), which will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as MR Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-2 R1A, Class R1B, Class R2 and Class R-3 interests.MR

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the rights of the Class C Certificates in respect of any Auction Excess Proceeds, any Additional Collateral, the Corridor Contracts and the assets held in the Reserve Fund) as the following four separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1A, REMIC 1B, REMIC 2 and the Master REMIC. REMIC 1A will consist of Loan Group 1, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds, any rights of the Trust Fund is being conveyed to in respect of the Corridor Contract Agreements and the Reserve Fund. REMIC 1B will consist of Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, excluding any rights of the Class C Certificates in respect of any Auction Excess Proceeds. REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (collectively, the "REMIC 1 Regular Interests"). The REMIC 1 Regular Interests will represent the "regular interests" in each of REMIC 1A and REMIC 1B. The Class R-1A Interest will represent the single Class of "residual interest" in REMIC 1A and the Class R-1B Interest will represent the single Class of "residual interest" in REMIC 1B. The rights of the Class C Certificates in respect of any Auction Excess Proceeds will be treated as a grantor trust for federal income tax purposes. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests, which (other than the Class R-2 Interests) will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R-2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 2 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates, which (other than the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class C and Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates) will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-1A, Class R-1B, Class R-2 and Class R-3 interests.Interests. 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. REMIC 1A -------- The REMIC 1A Interests, each of which (except for the Class R-1A Interests) is hereby designated as a REMIC regular interest for federal income tax purposes, will have the principal balances, pass-through rates and Corresponding Loan Groups as set forth in the following table: Subsidiary REMIC 1A Pass-Through Corresponding Interests Initial Balance Rate Certificate --------------------- --------------- -------------- ------------------- 1A-A-1 (1) (2) 1-A-1 1A-A-2 (1) (2) 1-A-2 1A-A-3 (1) (2) 1-A-3 1A-M-1 (1) (2) 1-M-1 1A-M-2 (1) (2) 1-M-2 1A-M-3 (1) (2) 1-M-3 1A-M-4 (1) (2) 1-M-4 1A-M-5 (1) (2) 1-M-5 1A-M-6 (1) (2) 1-M-6 1A-B-1 (1) (2) 1-B-1 1A-B-1 (1) (2) 1-B-1 1A-B-2 (1) (2) 1-B-2 1A-B-3 (1) (2) 1-B-3 1A-B-4 (1) (2) 1-B-4 1A-B-5 (1) (2) 1-B-5 1A-B-6 (1) (2) 1-B-6 Class 1A-P1 $50 (3) N/A R-1A $0 N/A (4) N/A

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of any amounts payable to the Trustee in return for Class ES and Class PP Certificates and the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Class I-A-5 Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class ES, Class PP, Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group IV, Loan Group V, and Loan Group VI and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group II and Loan Group III and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICR (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(5) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle 1: Subsidiary REMIC Regular Interests”). The 1 Interest Initial Principal Balance Interest Rate Corresponding Class of Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC LT1-Grp I (which, except for the Class P, Class 1) 5.50% N/A(9) LT1-I-X (2) (2) A-LR and Class X LT1-I-PO (3) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-IV-X (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class (6) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-IV-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and 1, Collateral Group 2, Collateral Group 3, Collateral Group 4 and Collateral Group 5 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner Securities Adminstrator, on behalf of the Trustee, shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Swap Agreement, the Swap Account and the Prefunding Account (collectively, the “Excluded Trust Fund Property”)) be treated for federal income tax purposes shall consist of as comprising three REMICs real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date.” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Provisions, each Certificate (exclusive of other than the Class P Prepayment ChargesR Certificate) and shall be evidenced by represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Master REMIC. In addition, the Subsidiary REMIC shall issue LIBOR Certificates represent the right to receive payments pursuant to contractual arrangements as described in Section 9.21 of this Agreement. The Class A-LR R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Middle REMIC. The Middle REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in the Subsidiary REMIC, other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than (i) the Lower Tier Interests in the Subsidiary REMIC and Middle REMIC shall issue and (ii) the Class R-2 interest and shall designate such interest as its sole class Excluded Trust Property. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the 36th month following the month of the scheduled maturity of the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest maturity date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of the Subsidiary REMIC Lower Tier Interests, each of which (other than the LT-R interest) is hereby designated as a regular interests set forth below for interest in the Middle Subsidiary REMIC (the “Middle the Subsidiary REMIC Regular Interests”): LT-A $ 9,058,401.00 (1) LT-F1 $ 6,264,421.50 (2) LT-V1 $ 6,264,421.50 (3) LT-F2 $ 6,043,586.00 (2) LT-V2 $ 6,043,586.00 (3) LT-F3 $ 5,830,301.00 (2) LT-V3 $ 5,830,301.00 (3) LT-F4 $ 5,624,541.50 (2) LT-V4 $ 5,624,541.50 (3) LT-F5 $ 5,426,042.00 (2) LT-V5 $ 5,426,042.00 (3) LT-F6 $ 5,234,547.50 (2) LT-V6 $ 5,234,547.50 (3) LT-F7 $ 5,049,810.00 (2) LT-V7 $ 5,049,810.00 (3) LT-F8 $ 4,871,591.00 (2) LT-V8 $ 4,871,591.00 (3) LT-F9 $ 4,699,661.00 (2) LT-V9 $ 4,699,661.00 (3) LT-F10 $ 4,533,797.00 (2) LT-V10 $ 4,533,797.00 (3) LT-F11 $ 4,373,787.00 (2) LT-V11 $ 4,373,787.00 (3) LT-F12 $ 4,219,422.50 (2) LT-V12 $ 4,219,422.50 (3) LT-F13 $ 4,070,505.50 (2) LT-V13 $ 4,070,505.50 (3) LT-F14 $ 3,926,843.00 (2) LT-V14 $ 3,926,843.00 (3) LT-F15 $ 3,788,249.50 (2) LT-V15 $ 3,788,249.50 (3) LT-F16 $ 3,654,548.00 (2) LT-V16 $ 3,654,548.00 (3) LT-F17 $ 3,525,563.00 (2) LT-V17 $ 3,525,563.00 (3) LT-F18 $ 3,401,130.50 (2) LT-V18 $ 3,401,130.50 (3) LT-F19 $ 4,799,143.50 (2) LT-V19 $ 4,799,143.50 (3) LT-F20 $ 4,819,691.50 (2) LT-V20 $ 4,819,691.50 (3) LT-F21 $ 3,198,715.50 (2) LT-V21 $ 3,198,715.50 (3) LT-F22 $ 2,669,916.50 (2) LT-V22 $ 2,669,916.50 (3) LT-F23 $ 2,575,661.00 (2) LT-V23 $ 2,575,661.00 (3) LT-F24 $ 2,484,732.50 (2) LT-V24 $ 2,484,732.50 (3) LT-F25 $ 2,397,014.00 (2) LT-V25 $ 2,397,014.00 (3) LT-F26 $ 2,312,391.50 (2) LT-V26 $ 2,312,391.50 (3) LT-F27 $ 2,230,756.50 (2) LT-V27 $ 2,230,756.50 (3) LT-F28 $ 2,152,002.00 (2) LT-V28 $ 2,152,002.00 (3) LT-F29 $ 2,076,028.50 (2) LT-V29 $ 2,076,028.50 (3) LT-F30 $ 2,002,736.50 (2) LT-V30 $ 2,002,736.50 (3) LT-F31 $ 1,932,031.50 (2) LT-V31 $ 1,932,031.50 (3) LT-F32 $ 1,884,554.50 (2) LT-V32 $ 1,884,554.50 (3) LT-F33 $ 1,989,156.50 (2) LT-V33 $ 1,989,156.50 (3) LT-F34 $ 1,833,908.00 (2) LT-V34 $ 1,833,908.00 (3) LT-F35 $ 1,662,327.00 (2) LT-V35 $ 1,662,327.00 (3) LT-F36 $ 1,603,638.50 (2) LT-V36 $ 1,603,638.50 (3) LT-F37 $ 1,546,602.00 (2) LT-V37 $ 1,546,602.00 (3) LT-F38 $ 1,492,013.50 (2) LT-V38 $ 1,492,013.50 (3) LT-F39 $ 1,439,350.50 (2) LT-V39 $ 1,439,350.50 (3) LT-F40 $ 1,388,653.00 (2) LT-V40 $ 1,388,653.00 (3) LT-F41 $ 1,339,635.00 (2) LT-V41 $ 1,339,635.00 (3) LT-F42 $ 1,292,347.00 (2) LT-V42 $ 1,292,347.00 (3) LT-F43 $ 1,246,728.00 (2) LT-V43 $ 1,246,728.00 (3) LT-F44 $ 1,202,719.00 (2) LT-V44 $ 1,202,719.00 (3) LT-F45 $ 1,160,263.50 (2) LT-V45 $ 1,160,263.50 (3) LT-F46 $ 1,119,306.50 (2) LT-V46 $ 1,119,306.50 (3) LT-F47 $ 1,079,794.50 (2) LT-V47 $ 1,079,794.50 (3) LT-F48 $ 1,041,677.50 (2) LT-V48 $ 1,041,677.50 (3) LT-F49 $ 1,004,906.00 (2) LT-V49 $ 1,004,906.00 (3) LT-F50 $ 969,432.00 (2) LT-V50 $ 969,432.00 (3) LT-F51 $ 935,210.00 (2) LT-V51 $ 935,210.00 (3) LT-F52 $ 902,196.00 (2) LT-V52 $ 902,196.00 (3) LT-F53 $ 876,507.50 (2) LT-V53 $ 876,507.50 (3) LT-F54 $ 845,385.00 (2) LT-V54 $ 845,385.00 (3) LT-F55 $ 815,367.00 (2) LT-V55 $ 815,367.00 (3) LT-F56 $ 786,468.50 (2) LT-V56 $ 786,468.50 (3) LT-F57 $ 973,276.00 (2) LT-V57 $ 973,276.00 (3) LT-F58 $ 7,985,552.00 (2) LT-V58 $ 7,985,552.00 (3) LT-F59 $ 442,189.50 (2) LT-V59 $ 442,189.50 (3) LT-F60 $ 11,925,167.50 (2) LT-V60 $ 11,925,167.50 (3) LT-R (4) (4) LT-Subs-IO (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Subsidiary REMIC 2”, “Subsidiary REMIC 3”, “Middle REMICREMIC 1”, “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist hold each Special Retail Rounding Account. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (whichSubsidiary REMICs, except for other than the Class PLT1-R, Class ALT2-LR R and Class ALT3-UR CertificatesR Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall represent hold as its assets the “regular interests” in the Master REMIC) Group I Mortgage Loans and the Class R-3 Interest Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the single “residual interest” in Group V Mortgage Loans and the Master REMICGroup VI Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its asset the Group III Mortgage Loans, the Group IV Mortgage Loans, the Group VII Mortgage Loans and all collections and accounts related thereto. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership startup day for each REMIC created hereby for purposes of the Class R-2 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 following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and Class R-3 interests.initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I $678,494,922.88 5.50% N/A(5) LT1-AX-I (1) (1) I-X LT1-I-PO $ 1,911,906.00 (2) I-P LT1-Grp II $194,096,665.12 5.00% N/A LT1-II-PO $ 402,171.29 (2) AP LT1-II-X (3) (3) II-X LT1-R (4) (4) N/A ________________