Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund to be created hereunder, the primary assets of which will be the Mortgage Loans. The aggregate of the initial Cut-off Date Principal Balances of the Mortgage Loans (as defined herein) and certain other related assetsis approximately $1,597,857,328. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of that portion of interest payments thereon that constitute Excess Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the control number for the related Mortgage Loan set forth on the schedule attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate as of the Cut-off Date and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (REMIC II Remittance Rate and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I II Regular Interests". Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii). The , the "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I II Regular Interest shall be the Maturity first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. None of the REMIC I II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Hedge Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class [R-I I] Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Designation Uncertificated REMIC I Pass-Through Rate Initial Uncertificated REMIC I Principal Balance Latest Possible Maturity Date [LT4] [___](1) $[________] [___] 20[_]_______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Yield Maintenance Agreements) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE LT1 Variable(1) $340,431,657.46 December 26, 2036 LT2 Variable(1) $12,116.90 December 26, 2036 LT3 0.00% $21,931.86 December 26, 2036 LT4 Variable(1) $21,931.86 December 26, 2036 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Mortgage Loans but excluding the Rounding Account and the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. Uncertificated REMIC I Initial Uncertificated Latest DESIGNATION Pass-Through Rate Principal Balance Possible Maturity(1) REMIC I Regular Interest U 5.50% $20,000,000.00 June 25, 2033 REMIC I Regular Interest V 5.50% $20,069,748.44 June 25, 2033 REMIC I Regular Interest W 5.50% $265,601,000.00 June 25, 2033 REMIC I Regular Interest X AdjustableRate(2) $76,822,533.00 June 25, 2033 REMIC I Regular Interest Y Adjustable Rate(2) $27,935,467.00 June 25, 2033 REMIC I Regular Interest Z 0.00% $557,809.93 June 25, 2033 REMIC I IO Regular Interests (2) (3) June 25, 2033 ___________________

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Trust Mortgage Loans (exclusive of the Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent evidence the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designationFor federal income tax purposes, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall will be designated as a separate "regular interest" in REMIC I for purposes of the Maturity DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated.. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of the Class X Certificates, each Class X Component thereof), the Class A-2FL REMIC II Regular Interest and the Class A-4L REMIC II Regular Interest, will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each such Corresponding REMIC I Regular Interest. Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------- ----------------- ---------------- ----------------- Class A-1 $ 98,700,000 LA-1 $ 98,700,000 Class A-1D $ 75,000,000 LA-1D $ 75,000,000 Class A-2 $ 96,600,000 LA-2 $ 96,600,000 Class A-2FL(1) $ 100,000,000 LA-2FL $ 100,000,000 Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------- ----------------- ---------------- ----------------- Class A-3 $ 44,677,000 LA-3 $ 44,677,000 Class A-4FL(2) $ 300,000,000 LA-4FL $ 300,000,000 Class A-5 $ 50,000,000 LA-5 $ 50,000,000 Class A-SB $ 176,000,000 LA-SB $ 176,000,000 Class A-6 $1,069,709,000 LA-6 $1,069,709,000 Class A-1A $ 140,930,000 LA-1A $ 140,930,000 Class AM $ 307,374,000 ▇▇▇ $ 307,374,000 Class AJ $ 234,372,000 LAJ $ 234,372,000 Class B $ 53,791,000 LB $ 53,791,000 Class C $ 26,895,000 LC $ 26,895,000 Class D $ 53,790,000 LD $ 53,790,000 Class E $ 30,738,000 LE $ 30,738,000 Class F $ 53,790,000 LF $ 53,790,000 Class G $ 30,738,000 LG $ 30,738,000 Class H $ 34,579,000 LH $ 34,579,000 Class J $ 7,685,000 LJ $ 7,685,000 Class K $ 11,526,000 LK $ 11,526,000 Class L $ 11,527,000 LL $ 11,527,000 Class M $ 3,842,000 LM $ 3,842,000 Class N $ 7,684,000 LN $ 7,684,000 Class P $ 11,527,000 LP $ 11,527,000 Class Q $ 42,275,461 LQ $ 42,275,461

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Trust Fund. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein) (including the Mortgage Loans and certain other related assets (exclusive of but excluding the Swap Initial Monthly Payment Fund, the Yield Maintenance Agreement Reserve Fund, the Class P Reserve Account and the Swap Agreement) Carryover Shortfall Reserve Fund), and subject to this Agreement Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent ownership of the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date," for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. Designation Uncertificated Initial Latest REMIC I Uncertificated Possible Maturity(1) Pass-Through Principal Balance Rate REMIC I Regular Variable(2) $711,034,970.63 August 25, 2035 Interest LT1 ------------------------------------------------------------------------------- REMIC I Regular Variable(2) $35,557.08 August 25, 2035 Interest LT2 ------------------------------------------------------------------------------- REMIC I Regular Variable(2) $35,557.08 August 25, 2035 Interest LT3 ------------------------------------------------------------------------------- REMIC I Regular Variable(2) $35,557.08 August 25, 2035 Interest LT4 -------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "“Certificates"”), to be issued hereunder in sixteen [ ] Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Hedge Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "“REMIC"”) for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I." ” The Class R-I Certificates will represent the sole Class of "“residual interests" ” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "“Uncertificated REMIC I Pass Pass-Through Rate"”) and initial Uncertificated Principal Balance for each of the "“regular interests" ” in REMIC I (the "“REMIC I Regular Interests"”). The "“latest possible maturity date" ” (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. LT1 Variable (1) LT2 Variable (1) LT4 Variable (1) (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole Class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, certain features, month of Final Scheduled Distribution Date and initial ratings for each Class of Certificates comprising the interests representing “regular interests” in REMIC II. The “latest possible maturity date” (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Interests shall be the Maturity Date.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund and the Final Maturity Reserve Account) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $ 900,074,304.31 LT2 Variable(1) $ 44,785.40 LT3 0.00% $ 45,235.56 LT4 Variable(1) $ 45,235.56 W Variable(1) N/A ____________ (1) Calculated as provided in the definition of "Uncertificated REMIC I Pass Through Rate".

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator Trustee will make make, in accordance with Section 9.12, an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be the "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the REMIC I Regular Interests will be designated as "REMIC II" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A, Class II-A-1, Class II-A-2, Class III-A, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely and, for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each the REMIC I Regular Interest shall be the Maturity DateInterests. None of the The REMIC I Regular Interests will not be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $9,188,391.500 I-2-A Variable(1) $8,852,593.000 I-3-A Variable(1) $8,529,133.500 I-4-A Variable(1) $8,217,559.500 I-5-A Variable(1) $7,917,430.000 I-6-A Variable(1) $7,628,323.500 I-7-A Variable(1) $7,349,833.500 I-8-A Variable(1) $7,081,566.500 I-9-A Variable(1) $6,823,147.500 I-10-A Variable(1) $6,574,211.000 I-11-A Variable(1) $6,334,408.000 I-12-A Variable(1) $6,103,402.500 I-13-A Variable(1) $5,880,869.000 I-14-A Variable(1) $5,666,495.000 I-15-A Variable(1) $5,459,980.500 I-16-A Variable(1) $5,261,035.500 I-17-A Variable(1) $5,069,381.000 I-18-A Variable(1) $4,884,748.500 I-19-A Variable(1) $4,706,879.500 I-20-A Variable(1) $4,535,524.500 I-21-A Variable(1) $4,370,443.500 I-22-A Variable(1) $4,211,406.500 I-23-A Variable(1) $4,058,190.500 I-24-A Variable(1) $3,910,580.500 I-25-A Variable(1) $3,768,371.500 I-26-A Variable(1) $3,631,364.000 I-27-A Variable(1) $3,499,367.500 I-28-A Variable(1) $3,372,196.500 I-29-A Variable(1) $3,249,675.000 I-30-A Variable(1) $3,131,630.500 I-31-A Variable(1) $3,017,900.000 I-32-A Variable(1) $2,908,324.500 I-33-A Variable(1) $2,804,240.500 I-34-A Variable(1) $2,702,417.000 I-35-A Variable(1) $2,604,433.000 I-36-A Variable(1) $2,509,902.500 I-37-A Variable(1) $2,418,824.500 I-38-A Variable(1) $2,331,070.500 I-39-A Variable(1) $2,246,519.500 I-40-A Variable(1) $2,165,053.500 I-41-A Variable(1) $2,086,559.500 I-42-A Variable(1) $2,010,929.000 I-43-A Variable(1) $1,938,056.000 I-44-A Variable(1) $1,867,839.500 I-45-A Variable(1) $1,800,183.000 I-46-A Variable(1) $1,734,992.000 I-47-A Variable(1) $1,672,175.500 I-48-A Variable(1) $1,611,647.500 I-49-A Variable(1) $1,553,324.500 I-50-A Variable(1) $1,497,124.000 I-51-A Variable(1) $1,442,970.000 I-52-A Variable(1) $1,390,786.500 I-53-A Variable(1) $1,340,502.500 I-54-A Variable(1) $1,292,047.000 I-55-A Variable(1) $1,246,194.500 I-56-A Variable(1) $1,277,520.500 I-57-A Variable(1) $1,228,683.000 I-58-A Variable(1) $1,183,119.500 I-59-A Variable(1) $28,443,783.500 I-1-B Variable(1) $9,188,391.500 I-2-B Variable(1) $8,852,593.000 I-3-B Variable(1) $8,529,133.500 I-4-B Variable(1) $8,217,559.500 I-5-B Variable(1) $7,917,430.000 I-6-B Variable(1) $7,628,323.500 I-7-B Variable(1) $7,349,833.500 I-8-B Variable(1) $7,081,566.500 I-9-B Variable(1) $6,823,147.500 I-10-B Variable(1) $6,574,211.000 I-11-B Variable(1) $6,334,408.000 I-12-B Variable(1) $6,103,402.500 I-13-B Variable(1) $5,880,869.000 I-14-B Variable(1) $5,666,495.000 I-15-B Variable(1) $5,459,980.500 I-16-B Variable(1) $5,261,035.500 I-17-B Variable(1) $5,069,381.000 I-18-B Variable(1) $4,884,748.500 I-19-B Variable(1) $4,706,879.500 I-20-B Variable(1) $4,535,524.500 I-21-B Variable(1) $4,370,443.500 I-22-B Variable(1) $4,211,406.500 I-23-B Variable(1) $4,058,190.500 I-24-B Variable(1) $3,910,580.500 I-25-B Variable(1) $3,768,371.500 I-26-B Variable(1) $3,631,364.000 I-27-B Variable(1) $3,499,367.500 I-28-B Variable(1) $3,372,196.500 I-29-B Variable(1) $3,249,675.000 I-30-B Variable(1) $3,131,630.500 I-31-B Variable(1) $3,017,900.000 I-32-B Variable(1) $2,908,324.500 I-33-B Variable(1) $2,804,240.500 I-34-B Variable(1) $2,702,417.000 I-35-B Variable(1) $2,604,433.000 I-36-B Variable(1) $2,509,902.500 I-37-B Variable(1) $2,418,824.500 I-38-B Variable(1) $2,331,070.500 I-39-B Variable(1) $2,246,519.500 I-40-B Variable(1) $2,165,053.500 I-41-B Variable(1) $2,086,559.500 I-42-B Variable(1) $2,010,929.000 I-43-B Variable(1) $1,938,056.000 I-44-B Variable(1) $1,867,839.500 I-45-B Variable(1) $1,800,183.000 I-46-B Variable(1) $1,734,992.000 I-47-B Variable(1) $1,672,175.500 I-48-B Variable(1) $1,611,647.500 I-49-B Variable(1) $1,553,324.500 I-50-B Variable(1) $1,497,124.000 I-51-B Variable(1) $1,442,970.000 I-52-B Variable(1) $1,390,786.500 I-53-B Variable(1) $1,340,502.500 I-54-B Variable(1) $1,292,047.000 I-55-B Variable(1) $1,246,194.500 I-56-B Variable(1) $1,277,520.500 I-57-B Variable(1) $1,228,683.000 I-58-B Variable(1) $1,183,119.500 I-59-B Variable(1) $28,443,783.500 A-I Variable(1) $21,698,453.630 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen eight Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account Yield Maintenance Agreement and the Swap Agreementany payments thereunder) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests shall be the 360th Distribution Date. The REMIC I Regular Interests will not be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund and the Yield Maintenance Agreement) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I ------------------------- INITIAL UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE LT1 Variable(1) $1,076,486,554.16 May 25, 2046 LT2 Variable(1) $53,579.35 May 25, 2046 LT3 0.00% $54,117.80 May 25, 2046 LT4 Variable(1) $54,117.80 May 25, 2046 LT6 Variable(1) $53,848.57 May 25, 2046 LT7 0.00% $53,848.57 May 25, 2046 LT8 Variable(1) $53,848.57 May 25, 2046 LT10 Variable(1) $53,848.57 May 25, 2046 LT11 0.00% $53,848.57 May 25, 2046 LT12 Variable(1) $53,848.57 May 25, 2046 ____________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust to be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I R Certificates will represent ownership of (among other things) the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) Latest Possible Maturity Date for each REMIC I Regular Interest shall be is the Maturity Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans, the Pre-Funding Accounts and the Interest Coverage Accounts and certain other related assetsassets subject to this Agreement. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of other than any Master Servicer Prepayment Charge Payment Amounts, the Swap Pre-Funding Accounts, the Net WAC Rate Carryover Reserve Account, the Interest Coverage Accounts, the Initial Deposit Account and the Swap Agreementany Subsequent Mortgage Loan Interest) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Interest will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Remittance Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined and, solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iiisection 1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the REMIC I Regular Interest shall be the Maturity DateInterests (as defined herein). None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assetsassets subject to this Agreement. REMIC I As provided herein, the REMIC Trust Administrator will make an election elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets (exclusive of other than the Swap Account and the Swap AgreementTax Reserve Account) subject to this Agreement as a real estate mortgage investment conduit REMIC (a "REMIC"as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I." I-A”. The Class R-I Certificates IA Residual Interest will represent be the sole Class class of "“residual interests" ” in REMIC I I-A for purposes of the REMIC Provisions (as defined herein) under ). The REMIC I-A Regular Interests will consist of two REMIC I-A Regular Interests for each Group I Mortgage Loan, each with an Uncertificated Principal Balance equal to 50.00% of the stated principal balance of such Group I-A Mortgage Loan (one of which will be referred to as a “REMIC I-A A Regular Interest” and one of which will be referred to as a “REMIC I-A B Regular Interest”), and an interest rate calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated. As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-A Regular Interests as a REMIC for federal income tax lawpurposes, and such segregated pool of assets will be designated as “REMIC I-B”. The Class R-IB Residual Interest will be the sole class of “residual interests” in REMIC I-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through I-B Remittance Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely or Uncertificated Notional Amount and, for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the “latest possible maturity date” for each of the REMIC I I-B Regular Interest shall be the Maturity DateInterests (as defined herein). None of the REMIC I I-A Regular Interests will be certificated.. LT-1A (2) $ 153,982.68 July 2035 LT-1B (2) $ 2,298,002.68 July 2035 LT-2A (2) $ 617,160.28 July 2035 LT-2B (2) $ 9,212,060.28 July 2035 LT-3A (2) $ 214,211.91 July 2035 LT-3B (2) $ 3,196,911.91 July 2035 LT-4A (2) $ 648,103.79 July 2035 LT-4B (2) $ 9,673,103.79 July 2035 LT-5A (2) $ 128,286.94 July 2035 LT-5B (2) $ 1,914,186.94 July 2035 LT-ZZZ (2) $ 234,886,443.83 July 2035 LT-1F (2) $ (3) July ▇▇▇▇ ▇▇-▇ 0.00% $ 100.00 July 2035 LT-R (2) $ 100.83 July 2035

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Trust Fund. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein) (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I R Certificates will represent ownership of the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date," for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. ----------------------------- ----------------- ---------------------- ------------------------ Designation Uncertificated Initial Latest REMIC I Uncertificated Possible Maturity((1)) Pass-Through Principal Balance Rate ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Y-I Variable((2) ) $56,959.45 January 25, 2036 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $190,002.67 January 25, 2036 Y-II ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $55,005.18 January 25, 2036 Y-III ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Z-I Variable(2) $113,861,936.28 January 25, 2036 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $379,815,335.43 January 25, 2036 Z-II ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $109,946,011.99 January 25, 2036 Z-III ----------------------------- ----------------- ---------------------- ------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement, the SB-AM Swap Agreement and the Swap Corridor Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $ 5,119,974.00 I-2-A Variable(1) $ 5,205,604.50 I-3-A Variable(1) $ 4,944,402.90 I-4-A Variable(1) $ 3,596,892.30 I-5-A Variable(1) $ 3,231,520.20 I-6-A Variable(1) $ 2,928,858.30 I-7-A Variable(1) $ 2,790,602.10 I-8-A Variable(1) $ 2,551,612.50 I-9-A Variable(1) $ 2,361,339.00 I-10-A Variable(1) $ 2,184,170.40 I-11-A Variable(1) $ 2,308,131.90 I-12-A Variable(1) $ 2,560,941.90 I-13-A Variable(1) $ 2,614,762.80 I-14-A Variable(1) $ 2,813,668.20 I-15-A Variable(1) $ 2,814,775.20 I-16-A Variable(1) $ 2,750,963.40 I-17-A Variable(1) $ 2,567,623.50 I-18-A Variable(1) $ 2,324,761.20 I-19-A Variable(1) $ 2,319,960.60 I-20-A Variable(1) $ 2,169,948.60 I-21-A Variable(1) $ 1,970,872.20 I-22-A Variable(1) $ 1,872,355.50 I-23-A Variable(1) $ 2,646,873.00 I-24-A Variable(1) $ 3,500,757.90 I-25-A Variable(1) $ 4,867,583.40 I-26-A Variable(1) $ 4,874,508.90 I-27-A Variable(1) $ 4,552,747.20 I-28-A Variable(1) $ 3,853,934.10 I-29-A Variable(1) $ 3,348,687.60 I-30-A Variable(1) $ 3,077,413.20 I-31-A Variable(1) $ 2,952,458.10 I-32-A Variable(1) $ 2,790,411.30 I-33-A Variable(1) $ 2,636,459.10 I-34-A Variable(1) $ 2,477,183.40 I-35-A Variable(1) $ 2,345,891.40 I-36-A Variable(1) $ 2,665,175.40 I-37-A Variable(1) $ 2,794,091.40 I-38-A Variable(1) $ 2,986,075.80 I-39-A Variable(1) $ 3,064,761.90 I-40-A Variable(1) $ 3,027,345.30 I-41-A Variable(1) $ 2,980,106.10 I-42-A Variable(1) $ 2,961,222.30 I-43-A Variable(1) $ 3,043,566.00 I-44-A Variable(1) $ 3,189,591.00 I-45-A Variable(1) $ 3,393,382.50 I-46-A Variable(1) $ 3,317,773.50 I-47-A Variable(1) $ 3,562,212.60 I-48-A Variable(1) $ 3,891,835.80 I-49-A Variable(1) $ 4,091,310.00 I-50-A Variable(1) $ 4,187,124.90 I-51-A Variable(1) $ 4,027,632.30 I-52-A Variable(1) $ 3,704,949.90 I-53-A Variable(1) $ 3,300,159.60 I-54-A Variable(1) $ 2,884,050.90 I-55-A Variable(1) $57,848,180.40 I-1-B Variable(1) $ 568,886.00 I-2-B Variable(1) $ 578,400.50 I-3-B Variable(1) $ 549,378.10 I-4-B Variable(1) $ 399,654.70 I-5-B Variable(1) $ 359,057.80 I-6-B Variable(1) $ 325,428.70 I-7-B Variable(1) $ 310,066.90 I-8-B Variable(1) $ 283,512.50 I-9-B Variable(1) $ 262,371.00 I-10-B Variable(1) $ 242,685.60 I-11-B Variable(1) $ 256,459.10 I-12-B Variable(1) $ 284,549.10 I-13-B Variable(1) $ 290,529.20 I-14-B Variable(1) $ 312,629.80 I-15-B Variable(1) $ 312,752.80 I-16-B Variable(1) $ 305,662.60 I-17-B Variable(1) $ 285,291.50 I-18-B Variable(1) $ 258,306.80 I-19-B Variable(1) $ 257,773.40 I-20-B Variable(1) $ 241,105.40 I-21-B Variable(1) $ 218,985.80 I-22-B Variable(1) $ 208,039.50 I-23-B Variable(1) $ 294,097.00 I-24-B Variable(1) $ 388,973.10 I-25-B Variable(1) $ 540,842.60 I-26-B Variable(1) $ 541,612.10 I-27-B Variable(1) $ 505,860.80 I-28-B Variable(1) $ 428,214.90 I-29-B Variable(1) $ 372,076.40 I-30-B Variable(1) $ 341,934.80 I-31-B Variable(1) $ 328,050.90 I-32-B Variable(1) $ 310,045.70 I-33-B Variable(1) $ 292,939.90 I-34-B Variable(1) $ 275,242.60 I-35-B Variable(1) $ 260,654.60 I-36-B Variable(1) $ 296,130.60 I-37-B Variable(1) $ 310,454.60 I-38-B Variable(1) $ 331,786.20 I-39-B Variable(1) $ 340,529.10 I-40-B Variable(1) $ 336,371.70 I-41-B Variable(1) $ 331,122.90 I-42-B Variable(1) $ 329,024.70 I-43-B Variable(1) $ 338,174.00 I-44-B Variable(1) $ 354,399.00 I-45-B Variable(1) $ 377,042.50 I-46-B Variable(1) $ 368,641.50 I-47-B Variable(1) $ 395,801.40 I-48-B Variable(1) $ 432,426.20 I-49-B Variable(1) $ 454,590.00 I-50-B Variable(1) $ 465,236.10 I-51-B Variable(1) $ 447,514.70 I-52-B Variable(1) $ 411,661.10 I-53-B Variable(1) $ 366,684.40 I-54-B Variable(1) $ 320,450.10 I-55-B Variable(1) $ 6,427,575.60 I Variable(1) $350,968,727.87 II Variable(1) $ 13,493.29 A-I Variable(1) $ 13,493.29 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectivelyIn exchange for the Certificates, the "Certificates"), Depositor hereby conveys the Trust Estate to be issued hereunder in sixteen Classes, which in the aggregate will evidence Trustee to create the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust. REMIC I As provided herein, the REMIC Administrator Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC I.Lower-Tier REMIC." The Class RUncertificated Lower-I Certificates Tier Interests will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in the Lower-Tier REMIC I (for purposes of the REMIC Provisions. The Class LR Interest will represent the sole class of "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Trustee will make another election to treat the Uncertificated Lower-Tier Interests as another REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Upper-Tier REMIC." The Senior Certificates (other than the Class 1-A-R Certificate) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC I Regular Interestsfor 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 and the Class UR Interest. The "latest possible maturity date" (determined solely for federal income tax purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall all interests created hereby will be the REMIC Certificate Maturity Date. Lower-Tier REMIC The following table sets forth the designation, the Lower-Tier REMIC Rate and the initial uncertificated principal balance or notional balance of such interest. None of the REMIC I Regular Uncertificated Lower-Tier Interests will be certificated.. Uncertificated Uncertificated Initial Lower-Tier Interest or Lower-Tier Uncertificated Corresponding Upper-Tier Class, Certificate Designation REMIC Rate Balance Classes, or Component ----------------------- -------------- -------------- -------------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Yield Maintenance Agreements) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date ________________________________________________________________________________________________________________ LT1 Variable(1) $340,431,657.46 December 26, 2036 LT2 Variable(1) $12,116.90 December 26, 2036 LT3 0.00% $21,931.86 December 26, 2036 LT4 Variable(1) $21,931.86 December 26, 2036 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Trust Mortgage Loans (exclusive of that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent evidence the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designationFor federal income tax purposes, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall will be designated as a separate "regular interest" in REMIC I for purposes of the Maturity DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated.. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of the Class X Certificates, each Class X Component thereof), the Class A-3FL REMIC II Regular Interest and the Class A-4L REMIC II Regular Interest, will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each such Corresponding REMIC I Regular Interest. -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------------------------------------------------------------------------- Class A-1 $ 65,000,000 LA-1 $ 65,000,000 -------------------------------------------------------------------------------- Class A-2 $ 337,500,000 LA-2 $ 337,500,000 -------------------------------------------------------------------------------- Class A-3 $ 66,150,000 LA-3 $ 66,150,000 -------------------------------------------------------------------------------- Class A-3FL(1) $ 105,150,000 LA-3FL $ 105,150,000 -------------------------------------------------------------------------------- Class A-3B $ 75,000,000 LA-3B $ 75,000,000 -------------------------------------------------------------------------------- Class A-SB $ 121,000,000 LA-SB $ 121,000,000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------------------------------------------------------------------------- Class A-4 $ 489,483,000 LA-4 $ 489,483,000 -------------------------------------------------------------------------------- Class A-1A $ 240,000,000 LA-1A $ 240,000,000 -------------------------------------------------------------------------------- Class AM $ 214,183,000 ▇▇▇ $ 214,183,000 -------------------------------------------------------------------------------- Class AJ $ 82,056,000 LAJ $ 82,056,000 -------------------------------------------------------------------------------- Class AN-FL(2) $ 100,000,000 LAN-FL $ 100,000,000 -------------------------------------------------------------------------------- Class B $ 50,868,000 LB $ 50,868,000 -------------------------------------------------------------------------------- Class C $ 21,419,000 LC $ 21,419,000 -------------------------------------------------------------------------------- Class D $ 29,450,000 LD $ 29,450,000 -------------------------------------------------------------------------------- Class E $ 16,064,000 LE $ 16,064,000 -------------------------------------------------------------------------------- Class F $ 24,095,000 LF $ 24,095,000 -------------------------------------------------------------------------------- Class G $ 16,064,000 LG $ 16,064,000 -------------------------------------------------------------------------------- Class H $ 26,773,000 LH $ 26,773,000 -------------------------------------------------------------------------------- Class J $ 5,354,000 LJ $ 5,354,000 -------------------------------------------------------------------------------- Class K $ 5,355,000 LK $ 5,355,000 -------------------------------------------------------------------------------- Class L $ 8,032,000 LL $ 8,032,000 -------------------------------------------------------------------------------- Class M $ 2,677,000 LM $ 2,677,000 -------------------------------------------------------------------------------- Class N $ 8,032,000 LN $ 8,032,000 -------------------------------------------------------------------------------- Class P $ 5,355,000 LP $ 5,355,000 -------------------------------------------------------------------------------- Class Q $ 26,773,151 LQ $ 26,773,151 --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans Trust Fund, and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund, the Yield Maintenance Agreement and any payments thereunder and the Reserve Fund and any payments therefrom), as a five real estate mortgage investment conduit conduits (each a "REMIC") for federal income tax purposes, and such . A segregated pool of assets consisting of the Group I Loans and the related assets described in the definition of REMIC I will be designated as "REMIC I.I," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC Regular I Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). A segregated pool of assets consisting of the Group II Loans and the related assets described in the definition of REMIC II will be designated as "REMIC II," and the REMIC Administrator will make a separate REMIC election with respect thereto. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the Regular II Interests will be "regular interests" in REMIC I (II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Group III Loans and the related assets described in the definition of REMIC III will be designated as "REMIC III," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC Regular III Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC Regular IV Interests will be "regular interests" in REMIC IV and the Class R-IV Certificates will be the sole class of "residual interests" in REMIC IV for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each , Uncertificated REMIC I II Regular Interest shall be the Maturity Date. None of the Interests and Uncertificated REMIC I IV Regular Interests will be certificated.designated as "REMIC V," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates, Class II-A-6 Certificates, Class II-A-7 Certificates, Class III-A-1 Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates, Class III-A-4 Certificates, Class III-A-5 Certificates, Class III-A-6 Certificates, Class III-A-7 Certificates, Class III-A-8 Certificates, Class III-A-9 Certificates, Class III-A-10 Certificates, Class I-A-P Certificates, Class II-A-P Certificates, Class III-A-P Certificates, Class I-M-1 Certificates, Class I-M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class III-M-1 Certificates, Class III-M-2 Certificates, Class III-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates, Class III-B-1 Certificates, Class III-B-2 Certificates, Class III-B-3 Certificates, the Uncertificated REMIC V Regular Interests Z will be "regular interests" in REMIC V and the Class R-V Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC V Regular Interests Z1, the Class II-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC V Regular Interests Z2 and the Class III-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC V Regular Interests Z3. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Aggregate Initial Certificate Pass-Throu Principal Maturity Minimum Designation Rate Balance Features(1) Date Moody's/S&P/Fitc Denominations(2) Class I-A-1 5.50% $110,102,000 Senior/Fixed Rate December 2021 Aaa/NA/AAA $25,000.00 Class II-A-1 6.00% $329,775,000 Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-2 6.00% $267,085,000 Super Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-3 6.00% $50,000,000 Super Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-4 6.00% $1,875,000 Senior Support/Fixed Rate December 2036 Aa1/AAA/AAA $25,000.00 Class II-A-5 6.00% $15,000,000 Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-6 6.00% $33,142,000 Super Senior/Lockout/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-7 6.00% $5,325,000 Senior Support/Lockout/Fixed Rate December 2036 Aa1/AAA/AAA $25,000.00 Class III-A-1 5.75% $100,000,000 Super Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class III-A-2(3) Variable $87,713,000 Super Senior/Floater/Adjustable December 2036 Aaa/AAA/AAA $25,000.00 Rate Rate Super Senior/Inverse Class III-A-3 Variable Notional Floater/Interest Only/Adjustable December 2036 Aaa/AAA/AAA $1,000,000.00 Rate Rate Class III-A-4 5.75% $76,852,000 Super Senior/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class III-A-5 5.75% $24,240,000 Senior/Retail/Fixed Rate December 2036 Aaa/AAA/AAA $1,000.00 Class III-A-6 5.75% $2,409,000 Senior/Retail/Fixed Rate December 2036 Aaa/AAA/AAA $1,000.00 Class III-A-7 5.75% $13,902,000 Super Senior/Lockout/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class III-A-8 5.75% $565,000 Senior Support/Lockout/Fixed Rate December 2036 Aa1/AAA/AAA $25,000.00 Class III-A-9 5.75% $32,172,000 Super Senior/Lockout/Fixed Rate December 2036 Aaa/AAA/AAA $25,000.00 Class III-A-10 5.75% $11,625,000 Senior Support/Lockout/Fixed Rate December 2036 Aa1/AAA/AAA $25,000.00 Class I-A-P 0.00% $209,746 Senior/Principal Only December 2021 Aaa/NA/AAA $25,000.00 Class I-A-V Variable Notional Senior/Interest Only/Variable Rate December 2021 Aaa/NA/AAA $2,000,000.00 Rate Class II-A-P 0.00% $492,311 Senior/Principal Only December 2036 Aaa/AAA/AAA $25,000.00 Class II-A-V Variable Notional Senior/Interest Only/Variable Rate December 2036 Aaa/AAA/AAA $2,000,000.00 Rate Class III-A-P 0.00% $524,821 Senior/Principal Only December 2036 Aaa/AAA/AAA $25,000.00 Class III-A-V Variable Notional Senior/Interest Only/Variable Rate December 2036 Aaa/AAA/AAA $2,000,000.00 Rate Class R-I 5.50% $100 Senior/Residual/Fixed Rate December 2021 Aaa/NA/AAA (4) Class R-II 6.00% $100 Senior/Residual/Fixed Rate December 2036 Aaa/AAA/AAA (4) Class R-III 5.75% $100 Senior/Residual/Fixed Rate December 2036 Aaa/AAA/AAA (4) Class R-IV 5.75% $100 Senior/Residual/Fixed Rate December 2036 Aaa/AAA/AAA (4) Class R-V 6.00% $100 Senior/Residual/Fixed Rate December 2036 Aaa/AAA/AAA (4) Class I-M-1 5.50% $1,235,700 Mezzanine/Fixed Rate December 2021 NA/NA/AA $100,000.00 Class I-M-2 5.50% $224,500 Mezzanine/Fixed Rate December 2021 NA/NA/A $250,000.00 Class I-M-3 5.50% $168,400 Mezzanine/Fixed Rate December 2021 NA/NA/BBB $250,000.00 Class II-M-1 6.00% $13,465,000 Mezzanine/Fixed Rate December 2036 NA/NA/AA $100,000.00 Class II-M-2 6.00% $4,366,800 Mezzanine/Fixed Rate December 2036 NA/NA/A $250,000.00 Class II-M-3 6.00% $2,911,200 Mezzanine/Fixed Rate December 2036 NA/NA/BBB $250,000.00 Class III-M-1 5.75% $8,377,400 Mezzanine/Fixed Rate December 2036 NA/NA/AA $100,000.00 Class III-M-2 5.75% $2,185,200 Mezzanine/Fixed Rate December 2036 NA/NA/A $250,000.00 Class III-M-3 5.75% $1,456,800 Mezzanine/Fixed Rate December 2036 NA/NA/BBB $250,000.00 Class I-B-1 5.50% $112,300 Subordinate/Fixed Rate December 2021 NA/NA/BB $250,000.00 Class I-B-2 5.50% $112,300 Subordinate/Fixed Rate December 2021 NA/NA/B $250,000.00 Class I-B-3 5.50% $112,304 Subordinate/Fixed Rate December 2021 NA/NA/NA $250,000.00 Class II-B-1 6.00% $1,455,600 Subordinate/Fixed Rate December 2036 NA/NA/BB $250,000.00 Class II-B-2 6.00% $1,455,600 Subordinate/Fixed Rate December 2036 NA/NA/B $250,000.00 Class II-B-3 6.00% $1,455,706 Subordinate/Fixed Rate December 2036 NA/NA/NA $250,000.00 Class III-B-1 5.75% $728,400 Subordinate/Fixed Rate December 2036 NA/NA/BB $250,000.00 Class III-B-2 5.75% $728,500 Subordinate/Fixed Rate December 2036 NA/NA/B $250,000.00 Class III-B-3 5.75% $728,426 Subordinate/Fixed Rate December 2036 NA/NA/NA $250,000.00

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates the Trust Certificates (collectively, the "Certificates"as defined herein), to be issued hereunder in sixteen Classesseven classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans Underlying Certificate (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement Trust Fund, as a real estate mortgage investment conduit REMIC (a "REMIC"as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each of the designation, remittance rate (the "Uncertificated REMIC I Pass Through RateRegular Interests (as defined herein) will be the Distribution Date (as defined herein) in July of 2033. As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The remaining Trust Certificates (other than the Class R-I Certificates) and initial Uncertificated Principal Balance for each of represent the "regular interests" in REMIC I (the "REMIC I Regular Interests")II. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I II Regular Interest shall be the Maturity Datefirst Distribution Date that follows the stated maturity date for the Underlying Certificate. None The following table sets forth the designation, type, Pass-Through Rate (as defined herein), aggregate initial Certificate Principal Balance (as defined herein), initial ratings and certain other features of each Class of Trust Certificate comprising the REMIC I Regular Interests will be certificatedinterests in the Trust Fund (as defined herein).

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, is the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in owner of the Mortgage Loans (and the other property being conveyed by it to the Trustee in its capacity as defined herein) trustee of the Trust Fund, in accordance with this Agreement, and certain other related assetsthe Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Trust Fund. REMIC I As provided herein, the REMIC Administrator Depositor will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as described herein as a real estate mortgage investment conduit (a "REMICremic") for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC I." Trust REMIC". The Class R-I R Certificates will represent the sole Class class of "residual interests" in the Trust REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Certificate Rate") and initial Uncertificated , aggregate Initial Certificate Principal Balance and Maturity Date for each Class of Certificates comprising the interests representing "regular interests" in the Trust REMIC I (the "REMIC I Regular InterestsCertificates"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each Class of REMIC I Regular Interest Certificates shall be the Maturity Date. None first Distribution Date that follows the stated maturity date for the Mortgage Loan included in the Trust Fund as of the REMIC Closing Date with the longest remaining term to stated maturity. Aggregate Initial Certificate Designation Type Certificate Rate Principal Balances Maturity Date ----------- ----------- ---------------- ------------------ ---------------- Class A-I Regular Interests Senior Adjustable $355,425,133 October 25, 2031 Class A-II Senior Adjustable $204,737,158 October 25, 2031 Class S Subordinate * N/A October 25, 2031 * As set forth in the definition of "Certificate Rate" herein. All covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Insurer. The Depositor is entering into this Agreement, and the Trustee is accepting the trusts created hereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The principal balance of the Mortgage Loans as of the Cut-off Date is $560,162,292.26. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders and the Insurer under the Mortgage Loan Purchase Agreement and this Agreement. However, the Seller will be certificatedhereunder absolutely assign, and as a precautionary matter grant a security interest in and to, its rights, if any, in the Mortgage Loans, the CD Collateral and the Reserve Account to the Trustee on behalf of Certificateholders and the Insurer to ensure that the interest of the Certificateholders and the Insurer hereunder in the Mortgage Loans, the CD Collateral and the Reserve Account is fully protected.

PRELIMINARY STATEMENT. The Depositor intends is the owner of the Trust Fund (other than the Trust's rights under the Group 6 Interest Rate Cap Agreement and rights to sell mortgage asset-backed pass-through certificates payments from the Supplemental Interest Account) that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (collectivelyexclusive of any entitlement to Assigned Prepayment Premiums, the Group 6 Interest Rate Cap Agreement, the assets held in the Group 6 Interest Rate Cap Account, and rights to payments from the Supplemental Interest Account) for federal income tax purposes shall consist of three REMICs (referred to as "CertificatesREMIC I," "REMIC II" and "REMIC III"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Trust Administrator will make an election to treat the segregated pool of assets consisting of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreementany entitlement to Assigned Prepayment Premiums) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class RAR-I L Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests")) and the Class Principal Balance of Component I of the Class AR-L Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I ---------------------------- Initial Uncertificated Designation Pass-Through Rate Principal Balance LT1 Variable(1) $850,682,654.15 LT2 Variable(1) $41,980.69 LT3 0.00% $43,100.40 LT4 Variable(1) $43,100.40 LT5 Variable(1) $449,601,029.66 LT6 Variable(1) $22,483.42 LT7 0.00% $22,483.42 LT8 Variable(1) $22,483.42 ____________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II-A As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II-A." Component I of the Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II-A for purposes of the REMIC Provisions under federal income tax law. Component I of the Class R-II Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II-A Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II-A (the "REMIC II-A Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II-A Regular Interest shall be the Maturity Date. None of the REMIC II-A Regular Interests will be certificated. Uncertificated REMIC II-A ------------------------- Initial Uncertificated Designation Pass-Through Rate Principal Balance Y-1 Variable(1) $425,405.42 Y-2 Variable(1) $224,833.47 Z-1 Variable(1) $850,385,430.21 Z-2 Variable(1) $449,443,646.46 I-AX-LT Variable(1) N/A II-AX-LT Variable(1) N/A ____________ (1) Calculated as provided in the definition of Uncertificated REMIC II-A Pass-Through Rate. REMIC II-B As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II-B." Component II of the Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II-B for purposes of the REMIC Provisions under federal income tax law. Component II of the Class R-II Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II-B Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II-B (the "REMIC II-B Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II-B Regular Interest shall be the Maturity Date. None of the REMIC II-B Regular Interests will be certificated. Uncertificated REMIC II-B ------------------------- Initial Uncertificated Designation Pass-Through Rate Principal Balance LT1 Variable(1) $1,299,630,684.71 LT2 Variable(1) $61,703.90 LT3 Variable(1) $68,344.03 LT4 Variable(1) $68,344.03 LT-Y1 Variable(1) $425,405.42 LT-Y2 Variable(1) $224,833.47 I-AX-LT Variable(2) N/A II-AX-LT Variable(2) N/A ____________ (1) Calculated as provided in the definition of Uncertificated REMIC II-B Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Yield Maintenance Agreements) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED INITIAL REMIC I UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE LT1 Variable(1) $340,431,657.46 December 26, 2036 LT2 Variable(1) $12,116.90 December 26, 2036 LT3 0.00% $21,931.86 December 26, 2036 LT4 Variable(1) $21,931.86 December 26, 2036 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor intends is the owner of the Trust Fund (other than the Trust's rights under the Group 6 Interest Rate Cap Agreement) that is hereby conveyed to sell mortgage asset-backed pass-through certificates the Trustee in return for the Certificates. The Trust Fund (collectivelyexclusive of any entitlement to Assigned Prepayment Premiums, the Group 6 Interest Rate Cap Agreement and the assets held in the Group 6 Interest Rate Cap Account) for federal income tax purposes shall consist of three REMICs (referred to as "CertificatesREMIC I," "REMIC II" and "REMIC III"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Trust Administrator will make an election to treat the segregated pool of assets consisting of the Group 1, Group 2, Group 3, Group 4 and Group 5 Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreementany entitlement to Assigned Prepayment Premiums) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class RAR-I L Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests")) and the Class Principal Balance of Component I of the Class AR-L Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Trust Mortgage Loans (exclusive of the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent evidence the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designationFor federal income tax purposes, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall will be designated as a separate "regular interest" in REMIC I for purposes of the Maturity DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated.. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of a Class of Class X Certificates, each Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each Corresponding REMIC I Regular Interest. ---------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------- Class A-1 $ 67,693,000 LA-1-1 $ 3,982,000 ---------------------------------------------------------------------------- LA-1-2 $ 5,335,000 ---------------------------------------------------------------------------- LA-1-3 $31,725,000 ---------------------------------------------------------------------------- LA-1-4 $26,651,000 ---------------------------------------------------------------------------- Class A-2 $346,500,000 LA-2-1 $ 9,690,000 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------- LA-2-2 $ 36,124,000 ---------------------------------------------------------------------------- LA-2-3 $ 35,474,000 ---------------------------------------------------------------------------- LA-2-4 $ 34,527,000 ---------------------------------------------------------------------------- LA-2-5 $ 33,892,000 ---------------------------------------------------------------------------- LA-2-6 $188,826,000 ---------------------------------------------------------------------------- LA-2-7 $ 7,967,000 ---------------------------------------------------------------------------- Class A-3 $ 47,661,000 LA-3-1 $ 47,661,000 ---------------------------------------------------------------------------- Class A-SB $100,000,000 LA-SB-1 $ 87,654,000 ---------------------------------------------------------------------------- LA-SB-2 $ 12,346,000 ---------------------------------------------------------------------------- Class A-4 $526,039,000 LA-4-1 $ 14,571,000 ---------------------------------------------------------------------------- LA-4-2 $ 25,824,000 ---------------------------------------------------------------------------- LA-4-3 $ 24,738,000 ---------------------------------------------------------------------------- LA-4-4 $ 56,508,000 ---------------------------------------------------------------------------- LA-4-5 $ 22,522,000 ---------------------------------------------------------------------------- LA-4-6 $ 25,019,000 ---------------------------------------------------------------------------- LA-4-7 $356,857,000 ---------------------------------------------------------------------------- Class A-1A $128,700,000 LA-1A-1 $ 351,000 ---------------------------------------------------------------------------- LA-1A-2 $ 460,000 ---------------------------------------------------------------------------- LA-1A-3 $ 2,595,000 ---------------------------------------------------------------------------- LA-1A-4 $ 2,987,000 ---------------------------------------------------------------------------- LA-1A-5 $ 2,953,000 ---------------------------------------------------------------------------- LA-1A-6 $ 2,926,000 ---------------------------------------------------------------------------- -2- ---------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------- LA-1A-7 $ 2,968,000 ---------------------------------------------------------------------------- LA-1A-8 $ 2,928,000 ---------------------------------------------------------------------------- LA-1A-9 $ 2,798,000 ---------------------------------------------------------------------------- LA-1A-10 $ 2,762,000 ---------------------------------------------------------------------------- LA-1A-11 $ 2,640,000 ---------------------------------------------------------------------------- LA-1A-12 $ 2,607,000 ---------------------------------------------------------------------------- LA-1A-13 $ 2,493,000 ---------------------------------------------------------------------------- LA-1A-14 $ 6,980,000 ---------------------------------------------------------------------------- LA-1A-15 $ 2,240,000 ---------------------------------------------------------------------------- LA-1A-16 $ 2,194,000 ---------------------------------------------------------------------------- LA-1A-17 $ 85,818,000 ---------------------------------------------------------------------------- Class AM $173,800,000 ▇▇▇ $173,800,000 ---------------------------------------------------------------------------- Class AJ $115,142,000 LAJ $115,142,000 ---------------------------------------------------------------------------- Class B $ 36,932,000 LB $ 36,932,000 ---------------------------------------------------------------------------- Class C $ 15,208,000 LC-1 $ 572,000 ---------------------------------------------------------------------------- LC-2 $ 8,773,000 ---------------------------------------------------------------------------- LC-3 $ 5,863,000 ---------------------------------------------------------------------------- Class D $ 32,587,000 LD-1 $ 3,721,000 ---------------------------------------------------------------------------- LD-2 $ 10,332,000 ---------------------------------------------------------------------------- LD-3 $ 9,914,000 ---------------------------------------------------------------------------- LD-4 $ 8,620,000 ---------------------------------------------------------------------------- Class E $ 19,553,000 LE-1 $ 942,000 ---------------------------------------------------------------------------- -3- ---------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------- LE-2 $11,589,000 ---------------------------------------------------------------------------- LE-3 $ 7,022,000 ---------------------------------------------------------------------------- Class F $28,242,000 LF-1 $14,652,000 ---------------------------------------------------------------------------- LF-2 $13,590,000 ---------------------------------------------------------------------------- Class G $17,380,000 LG-1 $ 1,292,000 ---------------------------------------------------------------------------- LG-2 $15,647,000 ---------------------------------------------------------------------------- LG-3 $ 441,000 ---------------------------------------------------------------------------- Class H $21,725,000 LH-1 $ 6,803,000 ---------------------------------------------------------------------------- LH-2 $14,922,000 ---------------------------------------------------------------------------- Class J $ 6,518,000 LJ $ 6,518,000 ---------------------------------------------------------------------------- Class K $ 8,690,000 LK-1 $ 5,218,000 ---------------------------------------------------------------------------- LK-2 $ 3,472,000 ---------------------------------------------------------------------------- Class L $ 6,517,000 LL $ 6,517,000 ---------------------------------------------------------------------------- Class M $ 4,345,000 LM $ 4,345,000 ---------------------------------------------------------------------------- Class N $ 4,345,000 LN $ 4,345,000 ---------------------------------------------------------------------------- Class P $ 8,690,000 LP $ 8,690,000 ---------------------------------------------------------------------------- Class Q $21,725,951 LQ $21,725,951 ---------------------------------------------------------------------------- The Non-Trust Loans (which term includes each B-Note Non-Trust Loan, each Westchester Subordinate Non-Trust Loan and the Westchester Pari Passu Non-Trust Loan) are not part of the Trust Fund, but each is secured by the same Mortgage on the same Mortgaged Property that also secures the related Trust Mortgage Loan (which is either an A-Note Trust Mortgage Loan (in the case of a B-Note Non-Trust Loan) or the Westchester Trust Mortgage Loan (in the case of a Westchester Subordinate Non-Trust Loan or the Westchester Pari Passu Non-Trust Loan) and is part of the Trust Fund). As and to the extent provided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loan is generally subordinate to the related A-Note Trust Mortgage Loan. As and to the extent provided in the related Loan Combination Intercreditor Agreement, the Westchester Subordinate Non-Trust Loans are generally subordinate to, and the Westchester Pari Passu Non-Trust Loan is pari passu in right of payment and in other respects with, the Westchester Trust Mortgage Loan. As and to the extent provided herein and in the related Loan Combination Intercreditor Agreement, the Non-Trust Loans will be serviced and administered in accordance with this Agreement. Amounts attributable to the Non-Trust Loans shall not be assets of the Trust Fund, and shall be owned by the related Non-Trust Noteholders. The portion of the Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Account and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Trust Fund consisting of (i) the Excess Servicing Strip and (ii) amounts held from time to time in the Collection Account that represent the Excess Servicing Strip shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust E". As provided herein, the Trustee shall take all actions reasonably necessary to ensure that each of the respective portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E, respectively, maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law. REMIC I Regular Interest A will have an initial Uncertificated Balance equal to approximately 98.36% of the Cut-off Date Pool Arrearage and will not bear interest. REMIC I Regular Interest B will have an initial Uncertificated Balance equal to the Cut-off Date Pool Unpaid Principal Balance less $125,000 and will have a REMIC I Remittance Rate equal to the Net Mortgage Rate of the Mortgage Loans. Solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" of the REMIC I Regular Interests is set to April 25, 2037. Neither of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through II Remittance Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined and, solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the latest possible maturity date for each of the REMIC I II Regular Interest shall be the Maturity DateInterests. None of the REMIC I II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.. INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-6-A Variable(1) $7,316,317.365 I-7-A Variable(1) $7,101,526.980 I-8-A Variable(1) $6,893,039.305 I-9-A Variable(1) $6,690,669.455 I-10-A Variable(1) $6,494,237.990 I-11-A Variable(1) $6,303,570.725 I-12-A Variable(1) $6,118,498.570 I-13-A Variable(1) $5,938,857.410 I-14-A Variable(1) $5,764,487.925 I-15-A Variable(1) $5,595,235.480 I-16-A Variable(1) $5,430,949.980 I-17-A Variable(1) $5,271,485.715 I-18-A Variable(1) $5,116,701.250 I-19-A Variable(1) $4,966,459.315 I-20-A Variable(1) $4,820,626.650 I-21-A Variable(1) $4,679,073.905 I-22-A Variable(1) $4,541,675.515 I-23-A Variable(1) $4,408,309.635 I-24-A Variable(1) $4,278,857.930 I-25-A Variable(1) $4,153,205.595 I-26-A Variable(1) $4,031,241.165 I-27-A Variable(1) $3,912,856.435 I-28-A Variable(1) $3,797,946.395 I-29-A Variable(1) $3,686,409.105 I-30-A Variable(1) $3,578,145.615 I-31-A Variable(1) $3,473,059.865 I-32-A Variable(1) $3,371,058.635 I-33-A Variable(1) $3,272,051.420 I-34-A Variable(1) $3,175,944.560 I-35-A Variable(1) $3,083,276.040 I-36-A Variable(1) $2,992,814.185 I-37-A Variable(1) $2,904,895.470 I-38-A Variable(1) $2,819,557.885 I-39-A Variable(1) $2,736,725.675 I-40-A Variable(1) $2,656,325.345 I-41-A Variable(1) $2,578,285.515 I-42-A Variable(1) $2,502,536.935 I-43-A Variable(1) $2,429,012.350 I-44-A Variable(1) $2,357,646.510 I-45-A Variable(1) $2,288,376.055 I-46-A Variable(1) $2,221,139.505 I-47-A Variable(1) $2,155,877.165 I-48-A Variable(1) $2,092,531.105 I-49-A Variable(1) $2,031,045.080 I-50-A Variable(1) $1,971,364.505 I-51-A Variable(1) $1,913,436.400 I-52-A Variable(1) $1,857,209.325 I-53-A Variable(1) $1,802,633.365 I-54-A Variable(1) $1,749,660.055 I-55-A Variable(1) $1,698,242.360 I-56-A Variable(1) $1,648,383.270 I-57-A Variable(1) $1,599,938.625 I-58-A Variable(1) $1,552,916.705 INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-59-A Variable(1) $1,507,230.900 I-60-A Variable(1) $49,728,743.425 I-1-B Variable(1) $8,491,680.910 I-2-B Variable(1) $8,242,402.445 I-3-B Variable(1) $8,000,438.260 I-4-B Variable(1) $7,765,573.830 I-5-B Variable(1) $7,537,600.910 I-6-B Variable(1) $7,316,317.365 I-7-B Variable(1) $7,101,526.980 I-8-B Variable(1) $6,893,039.305 I-9-B Variable(1) $6,690,669.455 I-10-B Variable(1) $6,494,237.990 I-11-B Variable(1) $6,303,570.725 I-12-B Variable(1) $6,118,498.570 I-13-B Variable(1) $5,938,857.410 I-14-B Variable(1) $5,764,487.925 I-15-B Variable(1) $5,595,235.480 I-16-B Variable(1) $5,430,949.980 I-17-B Variable(1) $5,271,485.715 I-18-B Variable(1) $5,116,701.250 I-19-B Variable(1) $4,966,459.315 I-20-B Variable(1) $4,820,626.650 I-21-B Variable(1) $4,679,073.905 I-22-B Variable(1) $4,541,675.515 I-23-B Variable(1) $4,408,309.635 I-24-B Variable(1) $4,278,857.930 I-25-B Variable(1) $4,153,205.595 I-26-B Variable(1) $4,031,241.165 I-27-B Variable(1) $3,912,856.435 I-28-B Variable(1) $3,797,946.395 I-29-B Variable(1) $3,686,409.105 I-30-B Variable(1) $3,578,145.615 I-31-B Variable(1) $3,473,059.865 I-32-B Variable(1) $3,371,058.635 I-33-B Variable(1) $3,272,051.420 I-34-B Variable(1) $3,175,944.560 I-35-B Variable(1) $3,083,276.040 I-36-B Variable(1) $2,992,814.185 I-37-B Variable(1) $2,904,895.470 I-38-B Variable(1) $2,819,557.885 I-39-B Variable(1) $2,736,725.675 I-40-B Variable(1) $2,656,325.345 I-41-B Variable(1) $2,578,285.515 I-42-B Variable(1) $2,502,536.935 I-43-B Variable(1) $2,429,012.350 I-44-B Variable(1) $2,357,646.510 I-45-B Variable(1) $2,288,376.055 I-46-B Variable(1) $2,221,139.505 I-47-B Variable(1) $2,155,877.165 I-48-B Variable(1) $2,092,531.105 I-49-B Variable(1) $2,031,045.080 I-50-B Variable(1) $1,971,364.505 I-51-B Variable(1) $1,913,436.400 INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-52-B Variable(1) $1,857,209.325 I-53-B Variable(1) $1,802,633.365 I-54-B Variable(1) $1,749,660.055 I-55-B Variable(1) $1,698,242.360 I-56-B Variable(1) $1,648,383.270 I-57-B Variable(1) $1,599,938.625 I-58-B Variable(1) $1,552,916.705 I-59-B Variable(1) $1,507,230.900 I-60-B Variable(1) $49,728,743.425 A-I Variable(1) $14,041,082.10 I Variable(1) $23,827.52 II Variable(1) $35,402.51

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the Mortgage Loans (as defined herein"Trust Fund") and certain other related assetsto be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (as defined herein) and a portion of the interest payments thereon as well as certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designationExcept as provided below, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the each, a "REMIC I Regular InterestsInterest")) will relate to a specific Mortgage Loan. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each Each such REMIC I Regular Interest shall be will have a remittance rate equal to the Net Mortgage Rate (as defined herein) of the Mortgage Loan to which such REMIC I Regular Interest relates, an initial Uncertificated Principal Balance equal to the Cut-off Date Balance (as defined herein) of the Mortgage Loan to which such REMIC I Regular Interest relates and a latest possible maturity date that corresponds to the Stated Maturity DateDate of the Mortgage Loan to which such REMIC I Regular Interest relates. None As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, remittance rate (the "REMIC II Remittance Rate"), the initial Uncertificated Principal Balance and latest possible maturity date for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). None of the REMIC II Regular Interests will be certificated.. Initial Uncertificated Corresponding Principal Balance or REMIC III REMIC II Initial Notional Rated Final Designation Regular Interest Remittance Rate Principal Amount Distribution Date(3) ----------- ---------------- --------------- ---------------- --------------------- P Class A-1 7.12% $251,675,000 June 18, 2029 (4) Q Class A-2 7.12% $86,719,000 June 18, 2029 (4) R Class A-3 7.12% $254,361,000 June 18, 2029 (4) IO Class IO-1 Variable(1) $840,787,856 (2) June 18, 2029 (4) S Class B 7.12% $46,243,000 June 18, 2029 (4) T Class C 7.12% $46,244,000 June 18, 2029 (4) U Class D 7.12% $42,039,000 June 18, 2029 (4) V Class E 7.12% $16,816,000 June 18, 2029 (4) W Class F 7.12% $50,447,000 June 18, 2029 (4) X Class G 7.12% $8,408,000 June 18, 2029 (4) Y Class H 7.12% $16,816,000 June 18, 2029 (4) Z Class J 7.12% $21,019,856 June 18, 2029 (4) -----------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsa trust fund to be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and the interest payments thereon as well as certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designation, Each REMIC I Regular Interest will have a remittance rate (equal to the "Uncertificated REMIC I Pass Through Rate") Weighted Average Net Mortgage Rate and an initial Uncertificated Principal Balance for each equal to the Original Certificate Balance of the "regular interests" in Corresponding Class of the REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity DateII Certificates described below. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Certificates (other than the Class IO Certificates) and each of the Components of the Class IO Certificates will be designated as a separate regular interest in REMIC II for purposes of the REMIC Provisions. The following table sets forth the Class designation of the REMIC II Certificates other than the Class IO and Class R-II Certificates, the corresponding REMIC I Regular Interests, the corresponding Component of the Class IO Certificates and the Original Certificate Balance for each Class of the Certificates other than the Class IO Certificates. Corresponding Class of Original Class REMIC I Regular Corresponding IO Certificate Designation Interests Component Balance ----------- --------- --------- ------- Class A-1 K IO-A-1 $61,000,000 Class A-2 L IO-A-2 $38,000,000 Class A-3 N IO-A-3 $45,000,000 Class A-4 O IO-A-4 $25,000,000 Class A-5 P IO-A-5 $11,000,000 Class A-6 Q IO-A-6 $10,872,000 Class A-7 S IO-A-7 $19,000,000 Class A-8 T IO-A-8 $51,317,000 Class M-1 U IO-M-1 $23,046,000 Class M-2 V IO-M-2 $19,632,000 Class B-1 W IO-B-1 $11,950,000 Class B-2 X IO-B-2 $10,242,000 Class B-3 Y IO-B-3 $ 6,829,000 Class B-4 Z IO-B-4 $ 8,536,000 NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereto agree as provided herein:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwenty-three classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Group I Loans and certain other related assets (exclusive of the Swap Account and the Swap AgreementReserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and initial Uncertificated Principal Balance for "regular interest" in REMIC I (the "REMIC I Regular Interest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC I Regular Interest shall be the 360th Distribution Date. The REMIC I Regular Interest will not be certificated. Uncertificated REMIC I Uncertificated REMIC I Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC I Regular Variable(1) $400,000,801.01 April 25, 2034 Interest A _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular Interest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G- 1(a)(4)(iii)) for the REMIC II Regular Interests shall be the 360th Distribution Date. The REMIC II Regular Interest will not be certificated. Uncertificated REMIC II Uncertificated REMIC II Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC II Regular Variable(1) $700,002,165.91 April 25 ,2034 Interest B _______________ (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. REMIC III As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interest and the REMIC II Regular Interest and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I III (the "REMIC I III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I III Regular Interest shall be the Maturity 360th Distribution Date. None of the REMIC I III Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $510,927,831.60 LT2 Variable(1) $16,204.93 LT3 0.00% $34,896.45 LT4 Variable(1) $34,896.45 ____________ (1) Calculated as provided in the definition of "Uncertificated REMIC I Pass Through Rate".

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class R-I R-1 Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Component I of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $5,902,413.595 I-2-A Variable(1) $5,729,110.050 I-3-A Variable(1) $5,560,892.400 I-4-A Variable(1) $5,397,611.435 I-5-A Variable(1) $5,239,122.350 I-6-A Variable(1) $5,085,284.570 I-7-A Variable(1) $4,935,961.640 I-8-A Variable(1) $4,791,021.120 I-9-A Variable(1) $4,650,334.450 I-10-A Variable(1) $4,513,776.825 I-11-A Variable(1) $4,381,227.115 I-12-A Variable(1) $4,252,567.745 I-13-A Variable(1) $4,127,684.570 I-14-A Variable(1) $4,006,466.830 I-15-A Variable(1) $3,888,806.950 I-16-A Variable(1) $3,774,600.580 I-17-A Variable(1) $3,663,746.390 I-18-A Variable(1) $3,556,146.025 I-19-A Variable(1) $3,451,704.015 I-20-A Variable(1) $3,350,327.710 I-21-A Variable(1) $3,251,927.155 I-22-A Variable(1) $3,156,415.030 I-23-A Variable(1) $3,063,706.610 I-24-A Variable(1) $2,973,719.615 I-25-A Variable(1) $2,886,374.200 I-26-A Variable(1) $2,801,592.845 I-27-A Variable(1) $2,719,300.335 I-28-A Variable(1) $2,639,423.630 I-29-A Variable(1) $2,561,891.850 I-30-A Variable(1) $2,486,636.175 I-31-A Variable(1) $2,413,589.835 I-32-A Variable(1) $2,342,687.990 I-33-A Variable(1) $2,273,867.710 I-34-A Variable(1) $2,207,067.915 I-35-A Variable(1) $2,142,229.325 I-36-A Variable(1) $2,079,294.370 I-37-A Variable(1) $2,018,207.205 I-38-A Variable(1) $1,958,913.590 I-39-A Variable(1) $1,901,360.900 I-40-A Variable(1) $1,845,498.045 I-41-A Variable(1) $1,791,275.430 I-42-A Variable(1) $1,738,644.925 I-43-A Variable(1) $1,687,559.805 I-44-A Variable(1) $1,637,974.700 I-45-A Variable(1) $1,589,845.615 I-46-A Variable(1) $1,543,129.795 I-47-A Variable(1) $1,497,785.775 I-48-A Variable(1) $1,453,773.285 I-49-A Variable(1) $1,411,053.245 I-50-A Variable(1) $1,369,587.740 I-51-A Variable(1) $1,329,339.925 I-52-A Variable(1) $1,290,274.070 I-53-A Variable(1) $1,252,355.485 I-54-A Variable(1) $1,215,550.490 I-55-A Variable(1) $1,179,816.335 I-56-A Variable(1) $1,145,142.010 I-57-A Variable(1) $1,111,484.770 I-58-A Variable(1) $1,078,817.340 I-59-A Variable(1) $1,051,710.315 I-60-A Variable(1) $34,542,368.250 I-1-B Variable(1) $5,902,413.595 I-2-B Variable(1) $5,729,110.050 I-3-B Variable(1) $5,560,892.400 I-4-B Variable(1) $5,397,611.435 I-5-B Variable(1) $5,239,122.350 I-6-B Variable(1) $5,085,284.570 I-7-B Variable(1) $4,935,961.640 I-8-B Variable(1) $4,791,021.120 I-9-B Variable(1) $4,650,334.450 I-10-B Variable(1) $4,513,776.825 I-11-B Variable(1) $4,381,227.115 I-12-B Variable(1) $4,252,567.745 I-13-B Variable(1) $4,127,684.570 I-14-B Variable(1) $4,006,466.830 I-15-B Variable(1) $3,888,806.950 I-16-B Variable(1) $3,774,600.580 I-17-B Variable(1) $3,663,746.390 I-18-B Variable(1) $3,556,146.025 I-19-B Variable(1) $3,451,704.015 I-20-B Variable(1) $3,350,327.710 I-21-B Variable(1) $3,251,927.155 I-22-B Variable(1) $3,156,415.030 I-23-B Variable(1) $3,063,706.610 I-24-B Variable(1) $2,973,719.615 I-25-B Variable(1) $2,886,374.200 I-26-B Variable(1) $2,801,592.845 I-27-B Variable(1) $2,719,300.335 I-28-B Variable(1) $2,639,423.630 I-29-B Variable(1) $2,561,891.850 I-30-B Variable(1) $2,486,636.175 I-31-B Variable(1) $2,413,589.835 I-32-B Variable(1) $2,342,687.990 I-33-B Variable(1) $2,273,867.710 I-34-B Variable(1) $2,207,067.915 I-35-B Variable(1) $2,142,229.325 I-36-B Variable(1) $2,079,294.370 I-37-B Variable(1) $2,018,207.205 I-38-B Variable(1) $1,958,913.590 I-39-B Variable(1) $1,901,360.900 I-40-B Variable(1) $1,845,498.045 I-41-B Variable(1) $1,791,275.430 I-42-B Variable(1) $1,738,644.925 I-43-B Variable(1) $1,687,559.805 I-44-B Variable(1) $1,637,974.700 I-45-B Variable(1) $1,589,845.615 I-46-B Variable(1) $1,543,129.795 I-47-B Variable(1) $1,497,785.775 I-48-B Variable(1) $1,453,773.285 I-49-B Variable(1) $1,411,053.245 I-50-B Variable(1) $1,369,587.740 I-51-B Variable(1) $1,329,339.925 I-52-B Variable(1) $1,290,274.070 I-53-B Variable(1) $1,252,355.485 I-54-B Variable(1) $1,215,550.490 I-55-B Variable(1) $1,179,816.335 I-56-B Variable(1) $1,145,142.010 I-57-B Variable(1) $1,111,484.770 I-58-B Variable(1) $1,078,817.340 I-59-B Variable(1) $1,051,710.315 I-60-B Variable(1) $34,542,368.250 A-I Variable(1) $11,370,286.960 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class R-1 Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Component II of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell commercial mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in the trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be a pool of commercial and multifamily mortgage loans (the "Mortgage Loans (as defined herein) and certain other related assetsLoans"). REMIC I As provided herein, the REMIC Administrator will make Trustee shall elect or shall cause an election to be made to treat the Trust Fund (exclusive of the Excess Interest and the Excess Interest Distribution Account) for federal income tax purposes as three separate real estate mortgage investment conduits (the "Loan REMIC," "Upper-Tier REMIC" and "Lower-Tier REMIC" as described herein). The parties intend that the portions of the Trust Fund representing the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof will be treated as a grantor trust under subpart E of Part 1 of subchapter J of the Code and that the beneficial interest therein will be represented by the Class NR Certificates. LOAN REMIC ---------- An election will be made to treat the segregated pool of assets consisting of the Simon Mortgage Loans Loan and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Loan REMIC". The Loan REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in the Loan REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law, and will be represented by the Class LR Certificates. The Loan REMIC Pooled Regular Interest, the Class KS-1 Uncertificated Interest, the Class KS-2 Uncertificated Interest and the Class KS-3 Uncertificated Interest will not be certificated and will be held by the Lower-Tier REMIC. The following table irrevocably sets forth the designation, remittance rate (Original Loan REMIC Principal Amounts and per annum rates of interest for the "Uncertificated Loan REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.:

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date LT1 Variable(1) $670,078,567.62 February 25, 2046 LT2 Variable(1) $33,274.30 February 25, 2046 LT3 0.00% $33,743.63 February 25, 2046 LT4 Variable(1) $33,743.63 February 25, 2046 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law, and will be represented by the Class R-I Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class or Component designation, remittance rate the corresponding REMIC I Regular Interest (the "Uncertificated Corresponding REMIC I Pass Through RateRegular Interest") ), the Corresponding Components of the Class IO Certificates and initial Uncertificated the Original Class Principal Balance for each Class of the "regular interests" in REMIC I Sequential Pay Certificates (the "REMIC I Regular InterestsCorresponding Certificates"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each Original Corresponding Original Corresponding Class REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Components of Corresponding Principal Regular Principal Class IO Certificates Balance Interests will be certificated.(1) Balance Certificates (1) ------------- --------------- ------------- --------------- ---------------- Class A-4 $471,716,000.00 LA-4-1 $16,160,198.32 IO-A-4-1 LA-4-2 $22,855,801.68 IO-A-4-2 LA-4-3 $19,380,971.91 IO-A-4-3 LA-4-4 $27,411,028.09 IO-A-4-4 LA-4-5 $159,840,829.77 IO-A-4-5 LA-4-6 $226,067,170.23 IO-A-4-6 Class B $32,815,000.00 LB-1 $16,407,500.00 IO-B-1 LB-2 $16,407,500.00 IO-B-2 Class C $10,939,000.00 LC-1 $5,469,500.00 IO-C-1 LC-2 $5,469,500.00 IO-C-2 Class D $28,439,000.00 LD-1 $14,219,500.00 IO-D-1 LD-2 $14,219,500.00 IO-D-2 Class E $8,751,000.00 LE-1 $4,375,500.00 IO-E-1 LE-2 $4,375,500.00 IO-E-2 Class F $10,938,000.00 LF-1 $5,469,000.00 IO-F-1 LF-2 $5,469,000.00 IO-F-2 Class G $15,314,000.00 LG-1 $7,657,000.00 IO-G-1 LG-2 $7,657,000.00 IO-G-2 Class H $13,126,000.00 LH-1 $5,018,500.00 IO-H-1 LH-2 $5,018,500.00 IO-H-2 LH-3 $1,544,500.00 IO-H-3 LH-4 $1,544,500.00 IO-H-4 Class J $16,408,000.00 LJ-1 $1,829,000.00 IO-J-1 LJ-2 $14,579,000.00 IO-J-2 Class K $15,313,000.00 LK-1 $2,618,000.00 IO-K-1 LK-2 $12,695,000.00 IO-K-2 Class L $4,376,000.00 LL $4,376,000.00 IO-L Class M $8,751,000.00 LM $8,751,000.00 IO-M Class N $7,656,000.00 LN $7,656,000.00 IO-N Class O $6,165,000.00 LO $6,165,000.00 IO-O Class P $20,087,992.00 LP $20,087,992.00 IO-P

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwenty-five classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Group I Loans and certain other related assets (exclusive of the Swap Account and the Swap AgreementReserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and initial Uncertificated Principal Balance for each of the "regular interestsinterest" in REMIC I (the "REMIC I Regular InterestsInterest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each the REMIC I Regular Interest shall be the Maturity 360th Distribution Date. None The REMIC I Regular Interest will not be certificated. Uncertificated REMIC I Uncertificated REMIC I Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC I Regular Variable(1) $750,001,297.18 September 25, 2033 Interest A _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC I Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular Interests will be certificated.Interest"). The "latest possible

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Trust Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Trust Mortgage Loans (exclusive of the Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitute Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law, and will be represented by the Class R-I Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth forth: (i) the designation, remittance rate class designation of each Class of Sequential Pay Certificates; (ii) the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each corresponding REMIC I Regular Interest shall be the Maturity Date. None of the or REMIC I Regular Interests will be certificated.(each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; (iv) the REMIC I Principal Balance of each Corresponding REMIC I Regular Interest; and (v) the corresponding component or components (each, a "Corresponding Component") of the Class X Certificates for each Class of Sequential Pay Certificates. ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ Class A-1 $ 52,161,616 LA-1-1 $ 2,544,616 X-A-1-1 ------------------------------------------------------------------------------------------------------------------------------ LA-1-2 $ 3,290,000 X-A-1-2 ------------------------------------------------------------------------------------------------------------------------------ LA-1-3 $ 17,261,000 X-A-1-3 ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ LA-1-4 $ 29,066,000 X-A-1-4 ------------------------------------------------------------------------------------------------------------------------------ Class A-2 $ 379,800,000 LA-2-1 $ 2,318,000 X-A-2-1 ------------------------------------------------------------------------------------------------------------------------------ LA-2-2 $ 18,687,000 X-A-2-2 ------------------------------------------------------------------------------------------------------------------------------ LA-2-3 $ 18,303,000 X-A-2-3 ------------------------------------------------------------------------------------------------------------------------------ LA-2-4 $ 17,493,000 X-A-2-4 ------------------------------------------------------------------------------------------------------------------------------ LA-2-5 $ 16,989,000 X-A-2-5 ------------------------------------------------------------------------------------------------------------------------------ LA-2-6 $ 206,495,000 X-A-2-6 ------------------------------------------------------------------------------------------------------------------------------ LA-2-7 $ 50,392,000 X-A-2-7 ------------------------------------------------------------------------------------------------------------------------------ LA-2-8 $ 10,754,000 X-A-2-8 ------------------------------------------------------------------------------------------------------------------------------ LA-2-9 $ 12,603,000 X-A-2-9 ------------------------------------------------------------------------------------------------------------------------------ LA-2-10 $ 25,766,000 X-A-2-10 ------------------------------------------------------------------------------------------------------------------------------ Class A-3 $ 65,000,000 LA-3-1 $ 24,470,000 X-A-3-1 ------------------------------------------------------------------------------------------------------------------------------ LA-3-2 $ 40,530,000 X-A-3-2 ------------------------------------------------------------------------------------------------------------------------------ Class A-4 $ 169,657,000 LA-4-1 $ 4,824,000 X-A-4-1 ------------------------------------------------------------------------------------------------------------------------------ LA-4-2 $ 7,710,000 X-A-4-2 ------------------------------------------------------------------------------------------------------------------------------ LA-4-3 $ 157,123,000 X-A-4-3 ------------------------------------------------------------------------------------------------------------------------------ Class A-1A(1) $ 163,804,000 LA-1A-1 $ 616,000 X-A-1A-1 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-2 $ 785,000 X-A-1A-2 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-3 $ 3,531,000 X-A-1A-3 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-4 $ 4,014,000 X-A-1A-4 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-5 $ 3,959,000 X-A-1A-5 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-6 $ 3,892,000 X-A-1A-6 ------------------------------------------------------------------------------------------------------------------------------ -2- ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ LA-1A-7 $ 3,809,000 X-A-1A-7 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-8 $ 3,698,000 X-A-1A-8 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-9 $ 3,593,000 X-A-1A-9 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-10 $ 30,134,000 X-A-1A-10 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-11 $ 2,621,000 X-A-1A-11 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-12 $ 10,118,000 X-A-1A-12 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-13 $ 2,253,000 X-A-1A-13 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-14 $ 21,449,000 X-A-1A-14 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-15 $ 1,566,000 X-A-1A-15 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-16 $ 67,766,000 X-A-1A-16 ------------------------------------------------------------------------------------------------------------------------------ Class B $ 26,946,000 LB $ 26,946,000 X-B ------------------------------------------------------------------------------------------------------------------------------ Class C $ 11,023,000 LC $ 11,023,000 X-C ------------------------------------------------------------------------------------------------------------------------------ Class D $ 25,721,000 LD-1 $ 2,500,000 X-D-1 ------------------------------------------------------------------------------------------------------------------------------ LD-2 $ 3,208,000 X-D-2 ------------------------------------------------------------------------------------------------------------------------------ LD-3 $ 20,013,000 X-D-3 ------------------------------------------------------------------------------------------------------------------------------ Class E $ 11,024,000 LE-1 $ 146,000 X-E-1 ------------------------------------------------------------------------------------------------------------------------------ LE-2 $ 4,862,000 X-E-2 ------------------------------------------------------------------------------------------------------------------------------ LE-3 $ 4,588,000 X-E-3 ------------------------------------------------------------------------------------------------------------------------------ LE-4 $ 1,428,000 X-E-4 ------------------------------------------------------------------------------------------------------------------------------ Class F $ 13,473,000 LF-1 $ 2,548,000 X-F-1 ------------------------------------------------------------------------------------------------------------------------------ LF-2 $ 5,998,000 X-F-2 ------------------------------------------------------------------------------------------------------------------------------ LF-3 $ 4,927,000 X-F-3 ------------------------------------------------------------------------------------------------------------------------------ -3- ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ Class G $ 12,248,000 LG-1 $ 6,683,000 X-G-1 ------------------------------------------------------------------------------------------------------------------------------ LG-2 $ 5,565,000 X-G-2 ------------------------------------------------------------------------------------------------------------------------------ Class H $ 11,023,000 LH-1 $ 91,000 X-H-1 ------------------------------------------------------------------------------------------------------------------------------ LH-2 $ 8,968,000 X-H-2 ------------------------------------------------------------------------------------------------------------------------------ LH-3 $ 1,964,000 X-H-3 ------------------------------------------------------------------------------------------------------------------------------ Class J $ 3,675,000 LJ $ 3,675,000 X-J ------------------------------------------------------------------------------------------------------------------------------ Class K $ 4,899,000 LK $ 4,899,000 X-K ------------------------------------------------------------------------------------------------------------------------------ Class L $ 4,899,000 LL-1 $ 4,132,000 X-L-1 ------------------------------------------------------------------------------------------------------------------------------ LL-2 $ 767,000 X-L-2 ------------------------------------------------------------------------------------------------------------------------------ Class M $ 4,899,000 LM $ 4,899,000 X-M ------------------------------------------------------------------------------------------------------------------------------ Class N $ 2,450,000 LN $ 2,450,000 X-N ------------------------------------------------------------------------------------------------------------------------------ Class P $ 3,674,000 LP $ 3,674,000 X-P ------------------------------------------------------------------------------------------------------------------------------ Class Q $ 13,473,705 LQ $ 13,473,705 X-Q ------------------------------------------------------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $587,394,065.90 LT2 Variable(1) $21,564.25 LT3 0.00% $37,184.75 LT4 Variable(1) $37,184.75 LT5 Variable(1) $312,564,394.26 LT6 Variable(1) $11,188.41 LT7 0.00% $20,073.17 LT8 Variable(1) $20,073.17 ____________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The Class R-II Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated. UNCERTIFICATED REMIC II INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE Y-1 Variable(1) $293,745.00 Y-2 Variable(1) $156,303.83 Z-1 Variable(1) $587,196,254.65 Z-2 Variable(1) $312,459,425.18 AXP-LT Variable(1) N/A ____________ (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.. Uncertificated REMIC I Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date ----------- ----------------- ----------------- ------------- Y-1 Variable(1) $57,173.20 December 25, 2033 Y-2 Variable(1) $114,289,220.72 December 25, 2033 Z-1 Variable(1) $42,800.37 December 25, 2033 Z-2 Variable(1) $85,610,949.25 December 25, 2033 R-I 0% 0.00 December 25, 2033

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assetsassets subject to this Agreement. REMIC I ------- As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of other than any Master Servicer Prepayment Charge Payment Amounts, the Swap Pre-Funding Accounts, the Interest Coverage Account, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account and the Swap AgreementCap Contracts) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Interest will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Remittance Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined and, solely for purposes of satisfying Treasury regulation Section 1.860G section 1.860G- 1(a)(4)(iii)) , the "latest possible maturity date" for each of the REMIC I Regular Interest shall be the Maturity DateInterests (as defined herein). None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Hedge Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class [R-I I] Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund to be created hereunder, the primary assets of which will be the Mortgage Loans. The aggregate of the initial Cut-off Date Principal Balances of the Mortgage Loans (as defined herein) and certain other related assetsis approximately $933,734,532. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of that portion of interest payments thereon that constitute Excess Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the control number for the related Mortgage Loan set forth on the schedule attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate as of the Cut-off Date and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (REMIC II Remittance Rate and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I II Regular Interests". Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii). The , the "latest possible maturity date" for each REMIC II Regular Interest shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. None of the REMIC II Regular Interests will be certificated. REMIC II INITIAL UNCERTIFICATED DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE ----------- --------------- ----------------- LA-1-1 Variable (determined *) $7,798,000 LA-1-2-A Variable (*) $18,122,000 LA-1-2-B Variable (*) $21,482,000 LA-1-2-C Variable (*) $13,598,000 LA-1A-1 Variable (*) $990,000 LA-1A-2-A Variable (*) $2,303,000 LA-1A-2-B Variable (*) $2,620,000 LA-1A-2-C Variable (*) $2,585,000 LA-1A-2-D Variable (*) $2,570,000 LA-1A-2-E Variable (*) $2,452,000 LA-1A-2-F Variable (*) $2,411,000 LA-1A-2-G Variable (*) $7,667,000 LA-1A-2-H Variable (*) $18,234,000 LA-1A-2-I Variable (*) $1,585,000 LA-1A-2-J Variable (*) $1,567,000 LA-1A-2-K Variable (*) $1,498,000 LA-1A-2-L Variable (*) $1,480,000 LA-1A-2-M Variable (*) $59,001,000 LA-2-A Variable (*) $7,493,000 LA-2-B Variable (*) $20,839,000 LA-2-C Variable (*) $19,907,000 LA-2-D Variable (*) $19,567,000 LA-2-E Variable (*) $21,680,000 LA-2-F Variable (*) $15,467,000 LA-3-A Variable (*) $ 32,576,000 LA-3-B Variable (*) $16,981,000 LA-3-C Variable (*) $16,782,000 LA-3-D Variable (*) $16,054,000 LA-3-E Variable (*) $4,143,000 LA-4-A Variable (*) $53,129,000 LA-4-B Variable (*) $375,257,000 LB Variable (*) $25,678,000 LC Variable (*) $10,504,000 LD Variable (*) $18,675,000 ---------------- (*) Calculated in accordance with the definition of "REMIC II Remittance Rate." REMIC II INITIAL UNCERTIFICATED DESIGNATION REMITTANCE RATE PRINCIPAL BALANCE ----------- --------------- ----------------- LE Variable (*) $12,839,000 LF-A Variable (*) $1,506,000 LF-B Variable (*) $5,357,000 LF-C Variable (*) $3,641,000 LG-A Variable (*) $1,547,000 LG-B Variable (*) $5,246,000 LG-C Variable (*) $5,042,000 LG-D Variable (*) $3,338,000 LH-A Variable (*) $3,355,000 LH-B Variable (*) $6,292,000 LH-C Variable (*) $4,359,000 LJ-A Variable (*) $2,651,000 LJ-B Variable (*) $3,185,000 LK-A Variable (*) $1,693,000 LK-B Variable (*) $4,143,000 LL-A Variable (*) $4,669,000 LM Variable (*) $2,334,000 LN Variable (*) $3,502,000 LO Variable (*) $3,501,000 LP Variable (*) $12,839,532 As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate and initial Class Principal Balance for each of the Classes of REMIC III Regular Certificates. Determined solely for purposes of satisfying Treasury regulation Regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each Class of REMIC I III Regular Interest Certificates shall be the Maturity Date. None first Distribution Date that is at least two years after the end of the REMIC I Regular Interests will be certificated.remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. CERTIFICATE INITIAL CLASS DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE ----------- ----------------- ----------------- Class A-1 3.896%(1) $61,000,000 Class A-1A 5.086% (1) $106,963,000 Class A-2 4.760% (1) $104,953,000 Class A-3 5.134% (1) $86,536,000 Class A-4 5.301% (2) $428,386,000 Class B 5.414% (2) $25,678,000 Class C 5.453% (2) $10,504,000 Class D 5.512% (2) $18,675,000 Class E 5.621% (2) $12,839,000 Class F 5.621% (2) $10,504,000 Class G 5.621% (2) $15,173,000 Class H 5.858% (3) $14,006,000 Class J 4.955% (2) $5,836,000 Class K 4.955% (2) $5,836,000 Class L 4.955% (2) $4,669,000 Class M 4.955% (2) $2,334,000 Class N 4.955% (2) $3,502,000 Class O 4.955% (2) $3,501,000 Class P 4.955% (2) $12,839,532 ------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwelve classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator Master Servicer will make an election to treat the entire segregated pool of assets consisting relating to the Group I Loans, as described in the definition of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement REMIC I below, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Section 1.03 irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets relating to the Group II Loans, as described in the definition of REMIC II, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Section 1.03 irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be certificated. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") Rate and initial Uncertificated Certificate Principal Balance for each of the "regular interests" in REMIC I III (the "REMIC I III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I III Regular Interest shall be the Maturity DateDistribution Date in January 2036. None Aggregate Initial Pass-Through Certificate Scheduled Final Initial Ratings Designation Type Rate Principal Feature Distribution S&P ▇▇▇▇▇'▇ ----------- ---- ----------- ---------- -------------------------------- --- ------- Balance Date ------- ---- Class A-I-1 Senior 7.205% $170,000,000.00 Senior August 25, 2016 AAA Aaa Class A-I-2 Senior 6.935% $48,000,000.00 Senior October 25, 2020 AAA Aaa Class A-I-3 Senior 7.040% $95,000,000.00 Senior April 25, 2026 AAA Aaa Class A-I-4 Senior 7.250% $77,000,000.00 Senior January 25, 2029 AAA Aaa Class A-I-5 Senior 7.615% $60,000,000.00 Senior December 25, 2031 AAA Aaa Class A-I-6 Senior 7.175% $50,000,000.00 Lockout/Senior December 25, 2031 AAA Aaa Class A-II Senior Adjustable $850,000,000.00 Senior December 25, 2031 AAA Aaa Rate Class SB-I Subordinate NA $2,396 Subordinate December 25, 2031 N/A N/A Class SB-II Subordinate NA $77 Subordinate December 25, 2031 N/A N/A The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $1,350,002,473. The Mortgage Loans are comprised of two Loan Groups. The Group I Loans are fixed-rate first and junior lien mortgage loans having terms to maturity at origination or modification of not more than 30 years and the Group II Loans are adjustable rate first lien mortgage loans having terms to maturity at origination or modification of not more than 30 years. In consideration of the REMIC I Regular Interests will be certificated.mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwelve classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator Master Servicer will make an election to treat the entire segregated pool of assets consisting relating to the Group I Loans, as described in the definition of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement REMIC I below, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Section 1.03 irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets relating to the Group II Loans, as described in the definition of REMIC II, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Section 1.03 irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be certificated. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") Rate and initial Uncertificated Certificate Principal Balance for each of the "regular interests" in REMIC I III (the "REMIC I III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I III Regular Interest shall be the Maturity DateDistribution Date in April 2037. None Aggregate Initial Pass-Through Certificate Scheduled Final Initial Ratings Designation Type Rate Principal Features Distribution S&P ▇▇▇▇▇'sFitch Balance Date Class A-I-1 Senior 5.593% $224,593,000 Senior July 25, 2016 AAA Aaa AAA Class A-I-2 Senior 5.568% $93,674,000 Senior January 25, 2022 AAA Aaa AAA Class A-I-3 Senior 5.854% $119,259,000 Senior February 25, AAA Aaa AAA 2026 Class A-I-4 Senior 6.374% $131,530,000 Senior March 25, 2029 AAA Aaa AAA Class A-I-5 Senior 6.987% $83,444,000 Senior March 25, 2032 AAA Aaa AAA Class A-I-6 Senior 6.349% $72,500,000 Lockout/Senior March 25, 2032 AAA Aaa AAA Class A-II Senior Adjustable $775,000,000 Senior March 25, 2032 AAA Aaa AAA Rate Class SB-I Subordinate N/A $140.85 Subordinate March 25, 2032 N/A N/A N/A Class SB-II Subordinate N/A $2,285.97 Subordinate March 25, 2032 N/A N/A N/A The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $1,500,002,427. The Mortgage Loans are comprised of two Loan Groups. The Group I Loans are fixed-rate first and junior lien mortgage loans having terms to maturity at origination or modification of not more than 30 years and the Group II Loans are adjustable rate first lien mortgage loans having terms to maturity at origination or modification of not more than 30 years. In consideration of the REMIC I Regular Interests will be certificated.mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $11,517,785.370 I-2-A Variable(1) $11,179,591.815 I-3-A Variable(1) $10,851,323.330 I-4-A Variable(1) $10,532,688.735 I-5-A Variable(1) $10,223,405.455 UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-52-B Variable(1) $2,518,068.965 I-53-B Variable(1) $2,444,038.830 I-54-B Variable(1) $2,372,183.435 I-55-B Variable(1) $2,302,438.930 I-56-B Variable(1) $2,234,743.345 I-57-B Variable(1) $2,169,036.525 I-58-B Variable(1) $2,105,260.080 I-59-B Variable(1) $2,048,471.595 I-60-B Variable(1) $67,370,497.725 A-I Variable(1) $16,255,075.180 _____________________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The Class R-II Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated. UNCERTIFICATED INITIAL UNCERTIFICATED REMIC II REMIC II DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $800,124,146.02 LT2 Variable(1) $29,121.86 LT3 Variable(1) $50,903.65 LT4 Variable(1) $50,903.65 LT-IO Variable(1) (2)

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law. REMIC I Regular Interest A will have an initial Uncertificated Balance equal to 98.36% of the Cut-off Date Pool Arrearage and will not bear interest. Each of the other 7,520 REMIC I Regular Interests will have an initial Uncertificated Balance equal to the Stated Principal Balance of the related Mortgage Loan as defined of the Cut-off Date and shall accrue interest at the related REMIC I Remittance Rate. Solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" of the REMIC I Regular Interests shall be August 25, 2034. None of the REMIC I Regular Interests will be certificated. As provided herein) , the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through II Remittance Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined and, solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the latest possible maturity date for each of the REMIC I II Regular Interest shall be the Maturity DateInterests. None of the REMIC I II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Group I Loans but excluding the Rounding Account, the Reserve Fund and the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") under for federal income tax lawpurposes and such segregated pool of assets will be designated as "REMIC II." The REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions). A segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The REMIC III Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates, Class II-A-6 Certificates, Class II-A-7 Certificates, Class II-A-8 Certificates, Class II-A-P Certificates, Class I- M-1 Certificates, Class I-M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC IV and the Class R-IV Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the REMIC I Regular Interest shall be the Maturity DateInterests. None of the REMIC I Regular Interests will be certificated.. Uncertificated Initial Uncertificated Latest REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate ---------------------------------------------- ---------------------------------------------------- REMIC I Regular Interest A 5.25% $ 307,765,342.22 April 25, 2034 REMIC I Regular Interest I-A-P 0.00% $ 401,099.86 April 25, 2034 REMIC I I-A-V Regular (2) $ (3) April 25, 2034 Interests

PRELIMINARY STATEMENT. The Depositor intends to sell commercial mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in the trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be a pool of commercial, multifamily and manufactured housing community mortgage loans (the "Mortgage Loans (as defined herein) and certain other related assetsLoans"). REMIC I As provided herein, the Paying Agent shall elect or shall cause elections to be made to treat the Trust Fund (exclusive of the Excess Interest and the Excess Interest Distribution Account) for federal income tax purposes as four separate real estate mortgage investment conduits (the "Walgreens Loan REMIC", the "Simon Loan REMIC", the "Upper-Tier REMIC" and "Lower-Tier REMIC", as described herein). The parties intend that the portions of the Trust Fund representing the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof will be treated as a grantor trust under subpart E of Part 1 of subchapter J of the Code and that the beneficial interest therein will be represented by the Class NR Certificates. SIMON LOAN REMIC Administrator An election will make an election be made to treat the segregated pool of assets consisting of the Simon Mortgage Loans Loan and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Simon Loan REMIC". The Simon Loan REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in the Simon Loan REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law, and will be represented by the Class LR Certificates. The Simon Loan REMIC Pooled Regular Interest, the Class KSP-1 Uncertificated Interest, the Class KSP-2 Uncertificated Interest and the Class KSP-3 Uncertificated Interest will not be certificated and will be held by the Lower-Tier REMIC. The following table irrevocably sets forth the designation, remittance rate (Original Simon Loan REMIC Principal Amounts and per annum rates of interest for the "Uncertificated Simon Loan REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" : Class Interest Rate Original Simon Loan REMIC Designation (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)per annum) for each Principal Amount -------------------- --------------------- --------------------------------- Simon Loan REMIC I Pooled Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.(1) $119,191,303 Class KSP-1 (1) $5,508,000 Class KSP-2 (1) $8,400,000 Class KSP-3 (1) $5,657,741 ------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the Mortgage Loans (as defined herein"Trust Fund") and certain other related assetsto be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and a portion of the interest payments thereon as well as certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designationExcept as provided below, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be will relate to a specific Mortgage Loan. The REMIC I Regular Interests consist of (1) one REMIC I Discount Regular Interest with respect to each of the Maturity DateDiscount Mortgage Loans with each such REMIC I Discount Regular Interest having a REMIC I Remittance Rate of 6.75% and an initial Uncertificated Principal Balance equal to the product of (a) the Cut-off Date Principal Balance of the related Discount Mortgage Loan and (b) the difference between 1.0 and the Class A-PO Fraction for such Discount Mortgage Loan, (2) a single REMIC I PO Regular Interest having a REMIC I Remittance Rate of 0% and an initial Uncertificated Principal Balance of $1,469,667, and (3) one REMIC I Non-Discount Regular Interest with respect to each Non-Discount Mortgage Loan with each such REMIC I Non-Discount Regular Interest having a REMIC I Remittance Rate equal to the unmodified Net Mortgage Rate as of the Closing Date of the Non-Discount Mortgage Loan to which such REMIC I Non-Discount Regular Interest relates and an initial Uncertificated Principal Balance equal to the Cut-Off Date Balance of the Non-Discount Mortgage Loan to which such REMIC I Non-Discount Regular Interest relates. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The REMIC II Remittance Rate with respect to each Class of the REMIC II Regular Interests will be calculated in accordance with the definition of "REMIC II Remittance Rate". The initial Uncertificated Principal Balance of each Class of the REMIC II Regular Interests will equal the Original Class Principal Balance of the corresponding Class of the REMIC III Certificates described below. None of the REMIC II Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-III Certificates will evidence the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (other than the Class IO Certificates) and each of the Components will be designated as a separate regular interest in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class designation of the REMIC III Certificates other than the Class IO and Class R-III Certificates, the corresponding REMIC II Regular Interests, the corresponding Component and the Original Class Principal Balance for each Class of the Regular Certificates other than the Class IO Certificates. Corresponding Class of Class REMIC II Corresponding Original Class Designation Regular Interests IO Component Principal Balance ----------- ----------------- ------------ ----------------- Class A-1 N IO-A1 $132,820,333 Class A-2 O IO-A2 $ 82,098,000 Class A-3 P IO-A3 $235,868,000 Class A-PO Q Not Applicable $ 1,469,667 Class B R IO-B $ 38,765,000 Class C S IO-C $ 32,304,000 Class D T IO-D $ 38,765,000 Class E U IO-E $ 9,691,000 Class F V IO-F $ 58,147,000 Class G W IO-G $ 3,230,000 Class H X IO-H $ 4,846,000 Class J Y IO-J $ 1,615,000 Class K Z IO-K $ 6,461,530 In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE LT1 Variable(1) $649,915,164.43 March 25, 2046 LT2 Variable(1) $32,240.60 March 25, 2046 LT3 0.00% $32,760.69 March 25, 2046 LT4 Variable(1) $32,760.69 March 25, 2046 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE Y-1 Variable(1) $70,211.51 March 25, 2034 Y-2 Variable(1) $30,421.41 March 25, 2034 Z-1 Variable(1) $140,352,810.13 March 25, 2034 Z-2 Variable(1) $60,819,087.27 March 25, 2034 R-I 0% 0.00 March 25, 2034 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectivelyIn exchange for the Certificates, the "Certificates"), Depositor hereby conveys the Trust Estate to be issued hereunder in sixteen Classes, which in the aggregate will evidence Trustee to create the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust. REMIC I As provided herein, the REMIC Administrator Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC I.Lower-Tier REMIC." The Class RUncertificated Lower-I Certificates Tier Interests will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in the Lower-Tier REMIC I (for purposes of the REMIC Provisions. The Class LR Interest will represent the sole class of "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Trustee will make another election to treat the Uncertificated Lower-Tier Interests as another REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Upper-Tier REMIC." The Senior Certificates (other than the Class 1-A-R Certificate and the rights of the Class 1-A-2 Certificates and the Class 3-A-7 Certificates to receive amounts from the applicable Reserve Fund) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC I Regular Interestsfor 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 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-2 and Class 3-A-7 Certificates to receive amounts from the applicable Reserve Fund shall not be assets of either REMIC created hereunder, but rather shall be assets of the Grantor Trust. The "latest possible maturity date" (determined solely for federal income tax purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall all interests created hereby will be the REMIC Certificate Maturity Date. Lower-Tier REMIC The following table sets forth the designation, the Lower-Tier REMIC Rate and the initial uncertificated principal balance or notional balance of such interest. None of the REMIC I Regular Uncertificated Lower-Tier Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsthe Companion Loans. REMIC I The aggregate of the initial Cut-off Date Principal Balances of the Mortgage Loans is approximately $1,269,742,026, and the Cut-off Date Principal Balances of the Companion Loans is approximately $48,379,248. As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and the Companion Loans (exclusive of that portion of interest payments thereon that constitute Excess Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan or Companion Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan or Companion Loan set forth on the schedule of Mortgage Loans and Loan Groups attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate as of the Cut-off Date and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan or Companion Loan. Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan or Companion Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (REMIC II Remittance Rate and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I II Regular Interests". Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii). The , the "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I II Regular Interest shall be the Maturity first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan or Companion Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. None of the REMIC I II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen twelve Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Yield Maintenance Agreement, the Supplemental Interest Trust Account and the Swap AgreementAgreement and any payments thereunder) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests shall be the 360th Distribution Date. The REMIC I Regular Interests will not be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Certificate Supplemental Interest Trust Account, the Certificate Swap Account Agreement, the Class A-1 Supplemental Trust Account, the Class A-1 Swap Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class R-I R-1 Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Component I of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $12,380,329.749 I-2-A Variable(1) $12,016,835.127 I-3-A Variable(1) $11,664,007.589 I-4-A Variable(1) $11,321,534.231 I-5-A Variable(1) $10,989,111.312 I-6-A Variable(1) $10,666,444.019 I-7-A Variable(1) $10,353,246.157 I-8-A Variable(1) $10,049,239.941 I-9-A Variable(1) $9,754,155.732 I-10-A Variable(1) $9,467,731.794 I-11-A Variable(1) $9,189,714.070 I-12-A Variable(1) $8,919,855.944 I-13-A Variable(1) $8,657,852.782 I-14-A Variable(1) $8,403,606.521 I-15-A Variable(1) $8,156,822.426 I-16-A Variable(1) $7,917,281.580 I-17-A Variable(1) $7,684,771.474 I-18-A Variable(1) $7,459,085.848 I-19-A Variable(1) $7,240,024.483 I-20-A Variable(1) $7,027,393.026 I-21-A Variable(1) $6,821,002.836 I-22-A Variable(1) $6,620,670.785 I-23-A Variable(1) $6,426,219.150 I-24-A Variable(1) $6,237,475.374 I-25-A Variable(1) $6,054,272.013 I-26-A Variable(1) $5,876,446.496 I-27-A Variable(1) $5,703,841.021 I-28-A Variable(1) $5,536,302.441 I-29-A Variable(1) $5,373,682.079 I-30-A Variable(1) $5,215,835.630 I-31-A Variable(1) $5,062,623.008 I-32-A Variable(1) $4,913,908.243 I-33-A Variable(1) $4,769,559.369 I-34-A Variable(1) $4,629,448.264 I-35-A Variable(1) $4,493,450.572 I-36-A Variable(1) $4,361,445.611 I-37-A Variable(1) $4,233,316.187 I-38-A Variable(1) $4,108,948.601 I-39-A Variable(1) $3,988,232.446 I-40-A Variable(1) $3,871,060.569 I-41-A Variable(1) $3,757,328.972 I-42-A Variable(1) $3,646,936.686 I-43-A Variable(1) $3,539,785.710 I-44-A Variable(1) $3,435,780.942 I-45-A Variable(1) $3,334,830.024 I-46-A Variable(1) $3,236,843.348 I-47-A Variable(1) $3,141,733.926 I-48-A Variable(1) $3,049,417.294 I-49-A Variable(1) $2,959,811.508 I-50-A Variable(1) $2,872,836.999 I-51-A Variable(1) $2,788,416.540 I-52-A Variable(1) $2,706,475.168 I-53-A Variable(1) $2,626,940.127 I-54-A Variable(1) $2,549,769.983 I-55-A Variable(1) $2,474,836.253 I-56-A Variable(1) $2,402,103.196 I-57-A Variable(1) $2,331,506.201 I-58-A Variable(1) $2,271,917.943 I-59-A Variable(1) $2,205,150.587 I-60-A Variable(1) $72,450,794.100 I-1-B Variable(1) $12,380,329.749 I-2-B Variable(1) $12,016,835.127 I-3-B Variable(1) $11,664,007.589 I-4-B Variable(1) $11,321,534.231 I-5-B Variable(1) $10,989,111.312 I-6-B Variable(1) $10,666,444.019 I-7-B Variable(1) $10,353,246.157 I-8-B Variable(1) $10,049,239.941 I-9-B Variable(1) $9,754,155.732 I-10-B Variable(1) $9,467,731.794 I-11-B Variable(1) $9,189,714.070 I-12-B Variable(1) $8,919,855.944 I-13-B Variable(1) $8,657,852.782 I-14-B Variable(1) $8,403,606.521 I-15-B Variable(1) $8,156,822.426 I-16-B Variable(1) $7,917,281.580 I-17-B Variable(1) $7,684,771.474 I-18-B Variable(1) $7,459,085.848 I-19-B Variable(1) $7,240,024.483 I-20-B Variable(1) $7,027,393.026 I-21-B Variable(1) $6,821,002.836 I-22-B Variable(1) $6,620,670.785 I-23-B Variable(1) $6,426,219.150 I-24-B Variable(1) $6,237,475.374 I-25-B Variable(1) $6,054,272.013 I-26-B Variable(1) $5,876,446.496 I-27-B Variable(1) $5,703,841.021 I-28-B Variable(1) $5,536,302.441 I-29-B Variable(1) $5,373,682.079 I-30-B Variable(1) $5,215,835.630 I-31-B Variable(1) $5,062,623.008 I-32-B Variable(1) $4,913,908.243 I-33-B Variable(1) $4,769,559.369 I-34-B Variable(1) $4,629,448.264 I-35-B Variable(1) $4,493,450.572 I-36-B Variable(1) $4,361,445.611 I-37-B Variable(1) $4,233,316.187 I-38-B Variable(1) $4,108,948.601 I-39-B Variable(1) $3,988,232.446 I-40-B Variable(1) $3,871,060.569 I-41-B Variable(1) $3,757,328.972 I-42-B Variable(1) $3,646,936.686 I-43-B Variable(1) $3,539,785.710 I-44-B Variable(1) $3,435,780.942 I-45-B Variable(1) $3,334,830.024 I-46-B Variable(1) $3,236,843.348 I-47-B Variable(1) $3,141,733.926 I-48-B Variable(1) $3,049,417.294 I-49-B Variable(1) $2,959,811.508 I-50-B Variable(1) $2,872,836.999 I-51-B Variable(1) $2,788,416.540 I-52-B Variable(1) $2,706,475.168 I-53-B Variable(1) $2,626,940.127 I-54-B Variable(1) $2,549,769.983 I-55-B Variable(1) $2,474,836.253 I-56-B Variable(1) $2,402,103.196 I-57-B Variable(1) $2,331,506.201 I-58-B Variable(1) $2,271,917.943 I-59-B Variable(1) $2,205,150.587 I-60-B Variable(1) $72,450,794.100 A-I Variable(1) $47,121,188.380 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class R-1 Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Component II of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and Account, the Swap Agreement, the SB-AMB Swap Agreement and the Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE I-1-A Variable(1) $14,495,685.880 July 25, 2036 I-2-A Variable(1) $14,380,005.000 July 25, 2036 I-3-A Variable(1) $13,679,622.795 July 25, 2036 I-4-A Variable(1) $13,013,344.085 July 25, 2036 I-5-A Variable(1) $12,379,508.700 July 25, 2036 I-6-A Variable(1) $11,776,537.195 July 25, 2036 I-7-A Variable(1) $11,202,927.050 July 25, 2036 I-8-A Variable(1) $10,657,248.855 July 25, 2036 I-9-A Variable(1) $10,138,142.785 July 25, 2036 I-10-A Variable(1) $9,644,315.195 July 25, 2036 I-11-A Variable(1) $9,174,535.405 July 25, 2036 I-12-A Variable(1) $8,727,632.650 July 25, 2036 I-13-A Variable(1) $8,302,493.135 July 25, 2036 I-14-A Variable(1) $7,898,057.295 July 25, 2036 I-15-A Variable(1) $7,513,317.145 July 25, 2036 I-16-A Variable(1) $7,147,313.725 July 25, 2036 I-17-A Variable(1) $6,799,134.820 July 25, 2036 I-18-A Variable(1) $6,467,912.555 July 25, 2036 I-19-A Variable(1) $6,152,821.335 July 25, 2036 I-20-A Variable(1) $5,853,075.765 July 25, 2036 I-21-A Variable(1) $5,567,928.645 July 25, 2036 I-22-A Variable(1) $5,296,669.180 July 25, 2036 I-23-A Variable(1) $5,038,621.155 July 25, 2036 I-24-A Variable(1) $4,793,141.295 July 25, 2036 I-25-A Variable(1) $4,559,617.610 July 25, 2036 I-26-A Variable(1) $4,337,467.940 July 25, 2036 I-27-A Variable(1) $4,126,138.435 July 25, 2036 I-28-A Variable(1) $3,925,102.220 July 25, 2036 I-29-A Variable(1) $3,733,858.065 July 25, 2036 I-30-A Variable(1) $3,551,929.160 July 25, 2036 I-31-A Variable(1) $3,378,861.875 July 25, 2036 I-32-A Variable(1) $3,214,224.685 July 25, 2036 I-33-A Variable(1) $3,057,607.085 July 25, 2036 I-34-A Variable(1) $2,908,564.190 July 25, 2036 I-35-A Variable(1) $2,766,788.415 July 25, 2036 I-36-A Variable(1) $2,632,749.600 July 25, 2036 I-37-A Variable(1) $2,504,413.770 July 25, 2036 I-38-A Variable(1) $2,382,347.625 July 25, 2036 I-39-A Variable(1) $2,266,228.890 July 25, 2036 I-40-A Variable(1) $2,155,767.890 July 25, 2036 I-41-A Variable(1) $2,050,689.045 July 25, 2036 I-42-A Variable(1) $1,950,730.190 July 25, 2036 I-43-A Variable(1) $1,855,641.940 July 25, 2036 I-44-A Variable(1) $1,765,187.040 July 25, 2036 I-45-A Variable(1) $1,679,139.795 July 25, 2036 I-46-A Variable(1) $1,597,285.505 July 25, 2036 I-47-A Variable(1) $29,602,742.385 July 25, 2036 I-1-B Variable(1) $14,495,685.880 July 25, 2036 I-2-B Variable(1) $14,380,005.000 July 25, 2036 I-3-B Variable(1) $13,679,622.795 July 25, 2036 I-4-B Variable(1) $13,013,344.085 July 25, 2036 I-5-B Variable(1) $12,379,508.700 July 25, 2036 I-6-B Variable(1) $11,776,537.195 July 25, 2036 I-7-B Variable(1) $11,202,927.050 July 25, 2036 I-8-B Variable(1) $10,657,248.855 July 25, 2036 I-9-B Variable(1) $10,138,142.785 July 25, 2036 I-10-B Variable(1) $9,644,315.195 July 25, 2036 I-11-B Variable(1) $9,174,535.405 July 25, 2036 I-12-B Variable(1) $8,727,632.650 July 25, 2036 I-13-B Variable(1) $8,302,493.135 July 25, 2036 I-14-B Variable(1) $7,898,057.295 July 25, 2036 I-15-B Variable(1) $7,513,317.145 July 25, 2036 I-16-B Variable(1) $7,147,313.725 July 25, 2036 I-17-B Variable(1) $6,799,134.820 July 25, 2036 I-18-B Variable(1) $6,467,912.555 July 25, 2036 I-19-B Variable(1) $6,152,821.335 July 25, 2036 I-20-B Variable(1) $5,853,075.765 July 25, 2036 I-21-B Variable(1) $5,567,928.645 July 25, 2036 I-22-B Variable(1) $5,296,669.180 July 25, 2036 I-23-B Variable(1) $5,038,621.155 July 25, 2036 I-24-B Variable(1) $4,793,141.295 July 25, 2036 I-25-B Variable(1) $4,559,617.610 July 25, 2036 I-26-B Variable(1) $4,337,467.940 July 25, 2036 I-27-B Variable(1) $4,126,138.435 July 25, 2036 I-28-B Variable(1) $3,925,102.220 July 25, 2036 I-29-B Variable(1) $3,733,858.065 July 25, 2036 I-30-B Variable(1) $3,551,929.160 July 25, 2036 I-31-B Variable(1) $3,378,861.875 July 25, 2036 I-32-B Variable(1) $3,214,224.685 July 25, 2036 I-33-B Variable(1) $3,057,607.085 July 25, 2036 I-34-B Variable(1) $2,908,564.190 July 25, 2036 I-35-B Variable(1) $2,766,788.415 July 25, 2036 I-36-B Variable(1) $2,632,749.600 July 25, 2036 I-37-B Variable(1) $2,504,413.770 July 25, 2036 I-38-B Variable(1) $2,382,347.625 July 25, 2036 I-39-B Variable(1) $2,266,228.890 July 25, 2036 I-40-B Variable(1) $2,155,767.890 July 25, 2036 I-41-B Variable(1) $2,050,689.045 July 25, 2036 I-42-B Variable(1) $1,950,730.190 July 25, 2036 I-43-B Variable(1) $1,855,641.940 July 25, 2036 I-44-B Variable(1) $1,765,187.040 July 25, 2036 I-45-B Variable(1) $1,679,139.795 July 25, 2036 I-46-B Variable(1) $1,597,285.505 July 25, 2036 I-47-B Variable(1) $29,602,742.385 July 25, 2036 A-I Variable(1) $14,015,348.310 July 25, 2036 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwenty-one classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Group I Loans and certain other related assets (exclusive of the Swap Account and the Swap AgreementReserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and initial Uncertificated Principal Balance for "regular interest" in REMIC I (the "REMIC I Regular Interest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC I Regular Interest shall be the 360th Distribution Date. The REMIC I Regular Interest will not be certificated. Uncertificated REMIC I Uncertificated REMIC I Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC I Regular Variable(1) $400,001,283.97 May 25, 2034 Interest A _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular Interest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G- 1(a)(4)(iii)) for the REMIC II Regular Interests shall be the 360th Distribution Date. The REMIC II Regular Interest will not be certificated. Uncertificated REMIC II Uncertificated REMIC II Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC II Regular Variable(1) $650,000,210.68 May 25 ,2034 Interest B _______________ (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. REMIC III As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interest and the REMIC II Regular Interest and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I III (the "REMIC I III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I III Regular Interest shall be the Maturity 360th Distribution Date. None of the REMIC I III Regular Interests will be certificated. Uncertificated Uncertificated REMIC III REMIC III Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date I-AA Variable(1) $392,001,258.29 May 25, 2034 A-I-1 Variable(1) $1,429,630.00 May 25, 2034 A-I-2 Variable(1) $300,000.00 May 25, 2034 A-I-3 Variable(1) $750,000.00 May 25, 2034 A-I-4 Variable(1) $427,280.00 May 25, 2034 A-I-5 Variable(1) $693,090.00 May 25, 2034 A-I-6 Variable(1) $400,000.00 May 25, 2034 I-ZZ Variable(1) $4,000,025.68 May 25, 2034 II-AA Variable(1) $637,000,206.47 May 25, 2034 A-II-A Variable(1) $2,637,370.00 May 25, 2034 A-II-B1 Variable(1) $1,336,400.00 May 25, 2034 A-II-B2 Variable(1) $842,180.00 May 25, 2034 A-II-B3 Variable(1) $458,800.00 May 25, 2034 M-II-1 Variable(1) $624,000.00 May 25, 2034 M-II-2 Variable(1) $308,750.00 May 25, 2034 M-II-3 Variable(1) $81,250.00 May 25, 2034 M-II-4 Variable(1) $113,750.00 May 25, 2034 M-II-5 Variable(1) $97,500.00 May 25, 2034 II-ZZ Variable(1) $6,500,004.21 May 25, 2034 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate. REMIC IV As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC IV. The Class R-IV Certificates will represent the sole class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, certain features, Final Scheduled Distribution Date and initial ratings for each Class of Certificates comprising the interests representing "regular interests" in REMIC IV and the Class R Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC IV Regular Certificates shall be the 360th Distribution Date. CERTIFICATE PASS-THROUGH PRINCIPAL DESIGNATION TYPE RATE BALANCE FEATURES DISTRIBUTION DATE INITIAL RATINGS(4) S&P MOODY'S Class A-I-1 Senior Adjustable(1) $142,963,000.00 Senior March 25, 2023 AAA Aaa Class A-I-2 Senior 3.840% $ 30,000,000.00 Senior June 25, 2025 AAA Aaa Class A-I-3 Senior 4.480%(1) $ 75,000,000.00 Senior September 25, 2029 AAA Aaa Class A-I-4 Senior 5.440%(1) $ 42,728,000.00 Senior August 25, 2031 AAA Aaa Class A-I-5 Senior 5.750%(1)(2) $ 69,309,000.00 Senior May 25, 2034 AAA Aaa Class A-I-6 Senior 5.550%(1) $ 40,000,000.00 Senior May 25, 2034 AAA Aaa Class A-II-A Senior Adjustable(1)(2)$263,737,000.00 Senior May 25, 2034 AAA Aaa Class A-II-B1 Senior Adjustable(1)(2)$133,640,000.00 Senior April 25, 2025 AAA Aaa Class A-II-B2 Senior Adjustable(1)(2)$ 84,218,000.00 Senior September 25, 2031 AAA Aaa Class A-II-B3 Senior Adjustable(1)(2)$ 45,880,000.00 Senior May 25, 2034 AAA Aaa Class M-II-1 Mezzanine Adjustable(1)(2)$ 62,400,000.00 Mezzanine May 25, 2034 AA Aa2 Class M-II-2 Mezzanine Adjustable(1)(2)$ 30,875,000.00 Mezzanine May 25, 2034 A A2 Class M-II-3 Mezzanine Adjustable(1)(2)$ 8,125,000.00 Mezzanine May 25, 2034 A- A3 Class M-II-4 Mezzanine Adjustable(1)(2)$ 11,375,000.00 Mezzanine May 25, 2034 BBB+ Baa1 Class M-II-5 Mezzanine Adjustable(1)(2)$ 9,750,000.00 Mezzanine May 25, 2034 BBB Baa2 Class SB-I Subordinate Variable(3) $ 1,283.97 Subordinate May 25, 2034 N/R N/R Class SB-II Subordinate Variable(3) $ 210.68 Subordinate May 25, 2034 N/R N/R Class R-I Residual N/A N/A Residual N/A N/R N/R Class R-II Residual N/A N/A Residual N/A N/R N/R Class R-III Residual N/A N/A Residual N/A N/R N/R Class R-IV Residual N/A N/A Residual N/A N/R N/R _______________ (1) Subject to a cap as described in the definition of "Pass-Through Rate" herein. Calculated in accordance with the definition of "Pass-Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund to be created hereunder, the primary assets of which will be the Mortgage Loans. The aggregate of the initial Stated Principal Balances of the Mortgage Loans (as defined herein) and certain other related assetsis approximately $1,696,984,278. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan set forth on the schedule of Mortgage Loans attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (REMIC II Remittance Rate and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I II Regular Interests"). The "latest possible maturity date" (determined Determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each REMIC I II Regular Interest shall be the Maturity first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. None of the REMIC I II Regular Interests will be certificated. REMIC II Initial Uncertificated Designation Remittance Rate Principal Balance ----------- --------------- ----------------- LA-1..................... Variable (*) $261,582,000 LA-2..................... Variable (*) 227,661,000 LA-3..................... Variable (*) 724,100,000 LB....................... Variable (*) 67,879,000 LC....................... Variable (*) 50,909,000 LD....................... Variable (*) 50,909,000 LE....................... Variable (*) 93,334,000 LF....................... Variable (*) 25,454,000 LG....................... Variable (*) 84,849,000 LH....................... Variable (*) 59,394,000 LJ....................... Variable (*) 16,969,000 LK....................... Variable (*) 33,944,278 * Calculated in accordance with the definition of "REMIC II Remittance Rate." As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate and initial Class Principal Balance for each of the Classes of REMIC III Regular Certificates. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of REMIC III Regular Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. Certificate Initial Class Designation Pass-Through Rate Principal Balance ----------- ----------------- ----------------- Class X.................. N/A(1) N/A(2) Class A-1................ 6.830% $261,582,000 Class A-2................ 6.853% 227,661,000 Class A-3................ 6.869% 724,100,000 Class B.................. 6.918% 67,879,000 Class C.................. 6.898% 50,909,000 Class D.................. 6.997% 50,909,000 Class E.................. 7.085% 93,334,000 Class F.................. 7.222% 25,454,000 Class G.................. 7.414(3)% 84,849,000 Class H.................. 6.600(3)% 59,394,000 Class J.................. 6.600(3)% 16,969,000 Class K.................. 6.600(3)% 33,944,278

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Trust Mortgage Loans (exclusive of the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent evidence the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designationFor federal income tax purposes, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall will be designated as a separate "regular interest" in REMIC I for purposes of the Maturity DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of a Class of Class X Certificates, each Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each Corresponding REMIC I Regular Interest. ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class A-1 $ __________ [LA-1-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-4] $ _________ ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class A-2 $ _________ [LA-2-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-5 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-6 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-7] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-3A $ _________ [LA-3A-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3A-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-3B $ _________ [LA-3B-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3B-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3B-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-SB $ _________ [LA-SB-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-SB-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-SB-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-4 $ _________ [LA-4-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-5] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class AM $ _________ LAM $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class AJ $ _________ LAJ $ _________ ---------------------------------------------------------------------------------------------------------------------------- -2- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class B $ _________ LB $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class C $ _________ [LC-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LC-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class D $ _________ [LD-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-5] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class E $ _________ [LE-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LE-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LE-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class F $ _________ [LF-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LF-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LF-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class G $ _________ [LG-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LG-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class H $ _________ [LH-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LH-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class J $ _________ [LJ-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LJ-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class K $ _________ LK $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class L $ _________ LL $ _________ ---------------------------------------------------------------------------------------------------------------------------- -3- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class M $ _________ LM $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class N $ _________ LN $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class P $ _________ LP $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class Q $ _________ LQ $ _________ ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- [There exists one Trust Mortgage Loan, the [Blackacre] Trust Mortgage Loan, that has a Cut-off Date Balance of $_________ and is evidenced by a Mortgage Note designated as ["Amended and Restated Note A2"], which is part of a loan group comprised of that Trust Mortgage Loan and several other mortgage loans, namely the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre] Subordinate Non-Trust Loans, that are all secured by the same Mortgage encumbering the [Blackacre] Mortgaged Property. The [Blackacre] Pari Passu Non-Trust Loan, which is pari passu in right of payment and in other respects with the [Blackacre] Trust Mortgage Loan, has a Cut-off Date Balance of $_____________ and is evidenced by a Mortgage Note designated as "Amended and Restated Note A1". The [Blackacre] Pari Passu Non-Trust Mortgage Loan, which will not be included in the Trust Fund, is, as of the Closing Date, included in a commercial mortgage securitization (the "[Other Series] Securitization") involving the issuance of the [Other Securitization Trust 200_], Commercial Mortgage Pass-Through Certificates, Series 200_. The [Blackacre] Trust Mortgage Loan, the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre] Subordinate Non-Trust Loans collectively constitute the [Blackacre] Loan Combination. The relative rights of the holder of the [Blackacre] Trust Mortgage Loan and the respective holders of the [Blackacre] Non-Trust Loans are set forth in the [Blackacre] Intercreditor Agreement. As of the Closing Date, the entire [Blackacre] Loan Combination is being, and will continue to be, serviced and administered in accordance with the Pooling and Servicing Agreement, dated as of _____ 1, _______ (the "[Other Series] Pooling and Servicing Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor, [Name of Mast▇▇ ▇▇▇▇i▇▇▇], as master servicer (in such capacity, the "[Other Series] Master Servicer") and as special servicer (in such capacity, the "[Other Series] Special Servicer") and ________________, as trustee (in such capacity, the "[Other Series] Trustee"). Accordingly, the [Blackacre] Trust Mortgage Loan, although part of the Trust Fund, will be serviced and administered in accordance with the [Other Series] Pooling and Servicing Agreement by the [Other Series] Master Servicer and the [Other Series] Special Servicer for so long as the [Blackacre] Pari Passu Non-Trust Loan is part of the trust fund created in connection with the [Other Series] Securitization.] The portion of the Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Account and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Trust Fund consisting of (i) the Excess Servicing Strip and (ii) amounts held from time to time in the Collection Account that represent the Excess Servicing Strip shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust E". As provided herein, the Trustee shall take all actions reasonably necessary to ensure that each of the respective portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E, respectively, maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, is the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in owner of the Mortgage Loans (and the other property being conveyed by it to the Trustee in its capacity as defined herein) trustee of the Trust Fund, in accordance with this Agreement, and certain other related assetsthe Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Trust Fund. REMIC I As provided herein, the REMIC Administrator Depositor will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as described herein as a real estate mortgage investment conduit (a "REMICremic") for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC I." Trust REMIC". The Class R-I R Certificates will represent the sole Class class of "residual interests" in the Trust REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Certificate Rate") and initial Uncertificated , aggregate Initial Certificate Principal Balance and Maturity Date for each Class of Certificates comprising the interests representing "regular interests" in the Trust REMIC I (the "REMIC I Regular InterestsCertificates"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each Class of REMIC I Regular Interest Certificates shall be the Maturity Date. None first Distribution Date that follows the stated maturity date for the Mortgage Loan included in the Trust Fund as of the REMIC Closing Date with the longest remaining term to stated maturity. Aggregate Initial Certificate Designation Type Certificate Rate Principal Balances Maturity Date ------------------- ----------- ---------------- ------------------ ------------- Class A-I Regular Interests Senior Adjustable $200,132,742 May 25, 2028 Class A-II Senior Adjustable $ 70,514,000 May 25, 2028 Class S Subordinate * N/A * As set forth in the definition of "Certificate Rate" herein. All covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Insurer. The Depositor is entering into this Agreement, and the Trustee is accepting the trusts created hereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The principal balance of the Mortgage Loans as of the Cut-off Date is $270,646,742. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders and the Insurer under the Mortgage Loan Purchase Agreement and this Agreement. However, the Seller will be certificatedhereunder absolutely assign, and as a precautionary matter grant a security interest in and to, its rights, if any, in the Mortgage Loans, the CD Collateral and the Reserve Account to the Trustee on behalf of Certificateholders and the Insurer to ensure that the interest of the Certificateholders and the Insurer hereunder in the Mortgage Loans, the CD Collateral and the Reserve Account is fully protected.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwenty-three classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Group I Loans and certain other related assets (exclusive of the Swap Account and the Swap AgreementReserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and initial Uncertificated Principal Balance for each of the "regular interestsinterest" in REMIC I (the "REMIC I Regular InterestsInterest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each the REMIC I Regular Interest shall be the Maturity 360th Distribution Date. None The REMIC I Regular Interest will not be certificated. Uncertificated REMIC I Uncertificated REMIC I Latest Possible DESIGNATION Pass-Through Rate Principal Balance Maturity Date REMIC I Regular Variable(1) $275,000,274.68 February 25, 2034 Interest A _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets (exclusive of the Reserve Fund) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC I Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular Interests will be certificated.Interest"). The "latest possible

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement, the Yield Maintenance Agreement, the Yield Maintenance Reserve Fund and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class R-I R-1 Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Component I of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Initial Uncertificated Pass-Through REMIC I Designation Rate Principal Balance I-1-A Variable(1) $4,662,780.50 I-2-A Variable(1) $4,602,074.00 I-3-A Variable(1) $4,540,633.50 I-4-A Variable(1) $4,477,855.00 I-5-A Variable(1) $4,413,539.50 I-6-A Variable(1) $4,348,000.50 I-7-A Variable(1) $4,281,942.50 I-8-A Variable(1) $4,214,959.00 I-9-A Variable(1) $4,146,664.50 I-10-A Variable(1) $4,077,436.50 I-11-A Variable(1) $4,007,896.50 I-12-A Variable(1) $3,937,706.00 I-13-A Variable(1) $3,884,191.00 I-14-A Variable(1) $3,819,367.50 I-15-A Variable(1) $3,754,262.00 I-16-A Variable(1) $3,688,571.00 I-17-A Variable(1) $3,622,105.50 I-18-A Variable(1) $3,555,005.00 I-19-A Variable(1) $3,487,856.00 I-20-A Variable(1) $3,420,134.50 I-21-A Variable(1) $3,352,085.50 I-22-A Variable(1) $3,284,184.00 I-23-A Variable(1) $3,216,067.50 I-24-A Variable(1) $3,146,343.50 I-25-A Variable(1) $3,073,734.50 I-26-A Variable(1) $3,000,620.00 I-27-A Variable(1) $2,927,939.50 I-28-A Variable(1) $2,855,518.50 I-29-A Variable(1) $2,783,857.50 I-30-A Variable(1) $2,713,634.50 I-31-A Variable(1) $2,643,924.50 I-32-A Variable(1) $2,574,608.00 I-33-A Variable(1) $2,505,515.50 I-34-A Variable(1) $2,433,832.00 I-35-A Variable(1) $2,356,513.00 I-36-A Variable(1) $2,280,617.00 I-37-A Variable(1) $1,929,688.00 I-38-A Variable(1) $2,136,022.50 I-39-A Variable(1) $2,068,050.50 I-40-A Variable(1) $2,004,585.50 I-41-A Variable(1) $1,942,609.50 I-42-A Variable(1) $1,881,936.50 I-43-A Variable(1) $1,822,448.50 I-44-A Variable(1) $1,764,216.00 I-45-A Variable(1) $1,707,430.50 I-46-A Variable(1) $1,651,516.50 I-47-A Variable(1) $1,592,815.50 I-48-A Variable(1) $1,530,631.50 I-49-A Variable(1) $1,480,132.50 I-50-A Variable(1) $1,430,812.00 I-51-A Variable(1) $1,382,609.00 I-52-A Variable(1) $1,335,228.00 I-53-A Variable(1) $1,290,799.50 I-54-A Variable(1) $1,249,779.50 I-55-A Variable(1) $1,216,306.50 I-56-A Variable(1) $1,182,467.50 I-57-A Variable(1) $1,148,402.50 I-58-A Variable(1) $1,101,741.00 I-59-A Variable(1) $22,855,295.50 I-1-B Variable(1) $4,662,780.50 I-2-B Variable(1) $4,602,074.00 I-3-B Variable(1) $4,540,633.50 I-4-B Variable(1) $4,477,855.00 I-5-B Variable(1) $4,413,539.50 I-6-B Variable(1) $4,348,000.50 I-7-B Variable(1) $4,281,942.50 I-8-B Variable(1) $4,214,959.00 I-9-B Variable(1) $4,146,664.50 I-10-B Variable(1) $4,077,436.50 I-11-B Variable(1) $4,007,896.50 I-12-B Variable(1) $3,937,706.00 I-13-B Variable(1) $3,884,191.00 I-14-B Variable(1) $3,819,367.50 I-15-B Variable(1) $3,754,262.00 I-16-B Variable(1) $3,688,571.00 I-17-B Variable(1) $3,622,105.50 I-18-B Variable(1) $3,555,005.00 I-19-B Variable(1) $3,487,856.00 I-20-B Variable(1) $3,420,134.50 I-21-B Variable(1) $3,352,085.50 I-22-B Variable(1) $3,284,184.00 I-23-B Variable(1) $3,216,067.50 I-24-B Variable(1) $3,146,343.50 I-25-B Variable(1) $3,073,734.50 I-26-B Variable(1) $3,000,620.00 I-27-B Variable(1) $2,927,939.50 I-28-B Variable(1) $2,855,518.50 I-29-B Variable(1) $2,783,857.50 I-30-B Variable(1) $2,713,634.50 I-31-B Variable(1) $2,643,924.50 I-32-B Variable(1) $2,574,608.00 I-33-B Variable(1) $2,505,515.50 I-34-B Variable(1) $2,433,832.00 I-35-B Variable(1) $2,356,513.00 I-36-B Variable(1) $2,280,617.00 I-37-B Variable(1) $1,929,688.00 I-38-B Variable(1) $2,136,022.50 I-39-B Variable(1) $2,068,050.50 I-40-B Variable(1) $2,004,585.50 I-41-B Variable(1) $1,942,609.50 I-42-B Variable(1) $1,881,936.50 I-43-B Variable(1) $1,822,448.50 I-44-B Variable(1) $1,764,216.00 I-45-B Variable(1) $1,707,430.50 I-46-B Variable(1) $1,651,516.50 I-47-B Variable(1) $1,592,815.50 I-48-B Variable(1) $1,530,631.50 I-49-B Variable(1) $1,480,132.50 I-50-B Variable(1) $1,430,812.00 I-51-B Variable(1) $1,382,609.00 I-52-B Variable(1) $1,335,228.00 I-53-B Variable(1) $1,290,799.50 I-54-B Variable(1) $1,249,779.50 I-55-B Variable(1) $1,216,306.50 I-56-B Variable(1) $1,182,467.50 I-57-B Variable(1) $1,148,402.50 I-58-B Variable(1) $1,101,741.00 I-59-B Variable(1) $22,855,295.50 A-I Variable(1) $4,103,002.41 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class R-1 Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Component II of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetmortgage-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen fifteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class R-I R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible maturity date" shall be the Final Maturity Date. † Component I of the Class R Certificates is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, Seller is the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in owner of the Mortgage Loans (and the other property being conveyed by it to the Trustee in its capacity as defined herein) trustee of the Trust Fund, in accordance with this Agreement, and certain other related assetsthe Seller has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Trust Fund. REMIC I As provided herein, the REMIC Administrator Seller will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as described herein as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC I." Trust REMIC". The Class R-I R Certificates will represent the sole Class class of "residual interests" in the Trust REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Certificate Rate") and initial Uncertificated , aggregate Initial Certificate Principal Balance and Maturity Date for each Class of Certificates comprising the interests representing "regular interests" in the Trust REMIC I (the "REMIC I Regular InterestsCertificates"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each Class of REMIC I Regular Interest Certificates shall be the Maturity Date. None first Distribution Date that follows the stated maturity date for the Mortgage Loan included in the Trust Fund as of the REMIC I Regular Interests Closing Date with the longest remaining term to stated maturity. All covenants and agreements made by the Seller herein are for the benefit and security of the Certificateholders [and the Certificate Insurer]. The Seller is entering into this Agreement, and the Trustee is accepting the trusts created hereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The principal balance of the Mortgage Loans as of the Cut-off Date is $[___________________]. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders [and the Certificate Insurer] under the Mortgage Loan Purchase Agreement and this Agreement. However, the Seller will be certificatedhereunder absolutely assign, and as a precautionary matter grant a security interest in and to, its rights, if any, in the Mortgage Loans, [and the Reserve Account] to the Trustee on behalf of Certificateholders [and the Certificate Insurer] to ensure that the interest of the Certificateholders [and the Certificate Insurer] hereunder in the Mortgage Loans [and the Reserve Account] is fully protected.

PRELIMINARY STATEMENT. The Depositor intends Pursuant to sell mortgage asset-backed pass-through certificates the Restructuring Documents (collectively, such term and each other capitalized term used but not defined in this introductory statement having the "Certificates"meaning given it in Article I), Old Sun will restructure its business into two separate publicly traded companies through a series of internal restructurings (the “Restructuring”), such that (a) the Borrower will own and continue to operate all of Old Sun’s operating subsidiaries, after Old Sun has (i) declared (the date of such declaration being referred to herein as the “Declaration Date”) a dividend comprising the common stock of the Borrower and cash (the “Dividend”) and (ii) distributed such Dividend to the existing stockholders of Old Sun in accordance with their pro rata shares of Old Sun’s common stock (such distribution being the “Separation”), (b) Sabra Health Care REIT, Inc., a Maryland corporation and a wholly owned subsidiary of Old Sun (“Sabra”), will own substantially all of Old Sun’s real property assets and will lease those assets to the Subsidiaries pursuant to the Lease Agreements, (c) immediately following the Separation, (i) Old Sun will be merged into Sabra, with Sabra surviving such merger (the “REIT Conversion Merger”) and (ii) the Borrower will change its name to Sun Healthcare Group, Inc., and (d) Sabra will thereafter seek to qualify and elect to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement treated as a real estate mortgage investment conduit trust for U.S. Federal income tax purposes (such election, together with the REIT Conversion Merger, the “REIT Conversion”). Prior to the Separation, Sabra and certain of its subsidiaries anticipates (a) issuing senior unsecured notes (the “Sabra Notes”), the proceeds of which are to be funded into escrow on or after the Closing Date and (b) entering into a "REMIC"senior secured revolving credit facility to provide working capital and other general corporate purpose borrowings to Sabra and its subsidiaries (the “Sabra Bank Facilities”). In connection with the Restructuring, the Borrower has requested that the Lenders extend credit in the form of (a) Term Loans, on the Closing Date, in an aggregate principal amount not in excess of $225,000,000 and (b) Revolving Loans at any time and from time to time after the Revolving Credit Availability Date and until the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $60,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time after the Revolving Credit Availability Date and until the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrower has requested the Issuing Bank to issue (a) RF Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $30,000,000 and (b) Deposit Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $75,000,000. $75,000,000 of the proceeds of the Term Loans will be deposited in the Deposit L/C Collateral Account on the Closing Date for the purpose of cash collateralizing the Borrower’s reimbursement obligations to the Issuing Bank in respect of Deposit Letters of Credit. The balance of the proceeds of the Term Loans are to be used solely (i) to repay all amounts due or outstanding under the Existing Credit Agreement, (ii) to pay fees and expenses related thereto and (iii) for federal income tax working capital and general corporate purposes. The proceeds of the Revolving Loans and the Swingline Loans are to be used, and such segregated pool Letters of assets will Credit are to be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I requested, solely for working capital and general corporate purposes of the REMIC Provisions (as defined herein) under federal income tax lawBorrower and the Subsidiaries. The following table irrevocably sets forth Lenders are willing to extend such credit to the designationBorrower, remittance rate (and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance Issuing Bank is willing to issue Letters of Credit for each the account of the "regular interests" Borrower, in REMIC I (each case on the "REMIC I Regular Interests")terms and subject to the conditions set forth herein. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be Accordingly, the Maturity Date. None of the REMIC I Regular Interests will be certificated.parties hereto agree as follows:

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Group I Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") under for federal income tax lawpurposes and such segregated pool of assets will be designated as "REMIC II." The REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions). A segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The REMIC III Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates, Class I-A-12 Certificates, Class I-A-13 Certificates, Class I-A-14 Certificates, Class I-A-15 Certificates, Class I-A-16 Certificates, Class I-A-17 Certificates, Class I-A-18 Certificates, Class I-A-19 Certificates, Class I-A-20 Certificates, Class I-A-21 Certificates, Class I-A-22 Certificates, Class I-A-23 Certificates, Class I-A-24 Certificates, Class I-A-25 Certificates, Class I-A-26 Certificates, Class I-A-27 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P Certificates, Class I-M-1 Certificates, Class I-M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC IV and the Class R-IV Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the REMIC I Regular Interest shall be the Maturity DateInterests. None of the REMIC I Regular Interests will be certificated.. Uncertificated REMIC I Initial Uncertificated Pass-Through ---------------------- Latest Designation Rate Principal Balance Possible Maturity(1) REMIC I Regular Interest A 5.50% $ 514,485,801.23 December 25, 2034 REMIC I Regular Interest I-A-P 0.00% $ 4,367,860.36 December 25, 2034 REMIC I I-A-V Regular Interests (2) $ (3) December 25, 2034

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Paying Agent on behalf of the Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law, and will be represented by the Class R-I Certificates. As provided herein, the Paying Agent on behalf of the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class or Component designation, remittance rate the corresponding REMIC I Regular Interest (the "Uncertificated Corresponding REMIC I Pass Through RateRegular Interest") ), the Corresponding Components of the Class IO Certificates and initial Uncertificated the Original Class Principal Balance for each Class of the "regular interests" in REMIC I Sequential Pay Certificates (the "Corresponding Certificates"). Corresponding Original Class Corresponding Corresponding Components of Certificates Principal Balance REMIC I Regular Interests"). The "latest possible maturity date" Class IO Certificates (determined solely for purposes of satisfying Treasury regulation Section 1.8601) Interests (1) Class A-1 $131,057,000 LA-1 IO-A-1 Class A-2 $430,663,000 L▇-▇-▇ ▇▇-▇-▇-▇ ▇▇-▇-▇ ▇▇-▇-▇-▇ Class B $26,402,000 LB IO-B Class C $32,774,000 LC IO-C Class D $9,104,000 LD IO-D Class E $8,194,000 LE IO-E Class F $12,746,000 LF IO-F Class G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.$10,014,000 LG IO-G Class H $14,567,000 LH IO-H Class J $14,566,000 LJ IO-J Class K $5,463,000 LK IO-K Class L $5,462,000 LL IO-L Class M $7,283,000 LM IO-M Class N $3,642,000 LN IO-N Class O $16,387,739 LO IO-O

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates the Certificates (collectively, the "Certificates"as defined herein), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans Underlying Certificates (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Trust Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement REMIC I as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "the “REMIC I." The ” Component I of the Class R-I AR Certificates will represent the sole Class class of "“residual interests" ” in the REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably below sets forth (1) the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "“regular interests" ” in the REMIC I (the "“REMIC I Regular Interests"). ”) and (2) the residual interest in the REMIC I. The "“latest possible maturity date" ” (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each the REMIC I Regular Interest Interests shall be the Maturity Datefirst Distribution Date that follows the stated maturity date for the Underlying Certificates. None of the REMIC I Regular Interests will be certificated. The following table irrevocably sets forth the designation, type, pass-through rate, aggregate initial principal balance and certain other features of each class of REMIC I Regular Interests. As provided herein, the Trust Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a real estate mortgage investment conduit for federal income tax purposes, and such segregated pool of assets will be designated as the “REMIC II.” Component II of the Class AR Certificates will represent the sole class of “residual interests” in the REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The table below irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Class Principal Balance, and certain other features of (1) the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates which represent ownership of “regular interests” in the REMIC II (the “REMIC II Regular Interests”), (2) the Class A-5 Certificates which represent ownership of REMIC II Regular Interests A-1 and A-4, and (3) Component II of the Class AR Certificates. The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC II Regular Interests shall be the first Distribution Date that follows the stated maturity date for the Underlying Certificates. Class A-1(1)(6) 6.50% $ 31,900,000.00 AAA/AAA $25,000.00 Book-Entry Class A-2 5.50% $ 5,000,000.00 AAA/AAA $25,000.00 Book-Entry Class A-4(1)(6) 6.50% $ 5,777,524.00 AAA/AAA $25,000.00 Book-Entry Class A-5(6) 6.50% $ 37,677,523.00 AAA/AAA $25,000.00 Book-Entry

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account Account, the Swap Agreement and the Swap AgreementClass P Reserve Account) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE I-1-A Variable(1) $4,651,578.380 April 25, 2036 I-2-A Variable(1) $4,540,899.585 April 25, 2036 I-3-A Variable(1) $4,432,851.575 April 25, 2036 I-4-A Variable(1) $4,327,371.870 April 25, 2036 I-5-A Variable(1) $4,224,399.470 April 25, 2036 I-6-A Variable(1) $4,123,874.815 April 25, 2036 I-7-A Variable(1) $4,025,739.775 April 25, 2036 I-8-A Variable(1) $3,929,937.585 April 25, 2036 I-9-A Variable(1) $3,836,412.840 April 25, 2036 I-10-A Variable(1) $3,745,111.435 April 25, 2036 I-11-A Variable(1) $3,655,980.565 April 25, 2036 I-12-A Variable(1) $3,568,968.670 April 25, 2036 I-13-A Variable(1) $3,484,025.410 April 25, 2036 I-14-A Variable(1) $3,401,101.655 April 25, 2036 I-15-A Variable(1) $3,320,149.420 April 25, 2036 I-16-A Variable(1) $3,241,121.885 April 25, 2036 I-17-A Variable(1) $3,163,973.320 April 25, 2036 I-18-A Variable(1) $3,088,659.080 April 25, 2036 I-19-A Variable(1) $3,015,135.605 April 25, 2036 I-20-A Variable(1) $2,943,360.335 April 25, 2036 I-21-A Variable(1) $2,873,291.755 April 25, 2036 I-22-A Variable(1) $2,804,889.305 April 25, 2036 I-23-A Variable(1) $2,738,113.405 April 25, 2036 I-24-A Variable(1) $2,672,925.410 April 25, 2036 I-25-A Variable(1) $2,609,287.600 April 25, 2036 I-26-A Variable(1) $2,547,163.135 April 25, 2036 I-27-A Variable(1) $2,486,516.065 April 25, 2036 I-28-A Variable(1) $2,427,311.280 April 25, 2036 I-29-A Variable(1) $2,369,514.525 April 25, 2036 I-30-A Variable(1) $2,313,092.325 April 25, 2036 I-31-A Variable(1) $2,258,012.030 April 25, 2036 I-32-A Variable(1) $2,204,241.760 April 25, 2036 I-33-A Variable(1) $2,151,750.375 April 25, 2036 I-34-A Variable(1) $2,100,507.495 April 25, 2036 I-35-A Variable(1) $2,050,483.440 April 25, 2036 I-36-A Variable(1) $2,001,649.260 April 25, 2036 I-37-A Variable(1) $1,953,976.670 April 25, 2036 I-38-A Variable(1) $1,907,438.075 April 25, 2036 I-39-A Variable(1) $1,862,006.515 April 25, 2036 I-40-A Variable(1) $1,817,655.695 April 25, 2036 I-41-A Variable(1) $1,774,359.915 April 25, 2036 I-42-A Variable(1) $1,732,094.120 April 25, 2036 I-43-A Variable(1) $1,690,833.810 April 25, 2036 I-44-A Variable(1) $1,650,555.110 April 25, 2036 I-45-A Variable(1) $1,611,234.670 April 25, 2036 I-46-A Variable(1) $1,572,849.730 April 25, 2036 I-47-A Variable(1) $1,535,378.050 April 25, 2036 I-48-A Variable(1) $1,498,797.915 April 25, 2036 I-49-A Variable(1) $1,463,088.150 April 25, 2036 I-50-A Variable(1) $1,428,228.055 April 25, 2036 I-51-A Variable(1) $1,394,197.440 April 25, 2036 I-52-A Variable(1) $1,360,976.585 April 25, 2036 I-53-A Variable(1) $1,348,773.800 April 25, 2036 I-54-A Variable(1) $1,296,408.460 April 25, 2036 I-55-A Variable(1) $1,265,514.560 April 25, 2036 I-56-A Variable(1) $1,408,642.035 April 25, 2036 I-57-A Variable(1) $5,058,912.785 April 25, 2036 I-58-A Variable(1) $45,273,723.440 April 25, 2036 I-1-B Variable(1) $4,651,578.380 April 25, 2036 I-2-B Variable(1) $4,540,899.585 April 25, 2036 I-3-B Variable(1) $4,432,851.575 April 25, 2036 I-4-B Variable(1) $4,327,371.870 April 25, 2036 I-5-B Variable(1) $4,224,399.470 April 25, 2036 I-6-B Variable(1) $4,123,874.815 April 25, 2036 I-7-B Variable(1) $4,025,739.775 April 25, 2036 I-8-B Variable(1) $3,929,937.585 April 25, 2036 I-9-B Variable(1) $3,836,412.840 April 25, 2036 I-10-B Variable(1) $3,745,111.435 April 25, 2036 I-11-B Variable(1) $3,655,980.565 April 25, 2036 I-12-B Variable(1) $3,568,968.670 April 25, 2036 I-13-B Variable(1) $3,484,025.410 April 25, 2036 I-14-B Variable(1) $3,401,101.655 April 25, 2036 I-15-B Variable(1) $3,320,149.420 April 25, 2036 I-16-B Variable(1) $3,241,121.885 April 25, 2036 I-17-B Variable(1) $3,163,973.320 April 25, 2036 I-18-B Variable(1) $3,088,659.080 April 25, 2036 I-19-B Variable(1) $3,015,135.605 April 25, 2036 I-20-B Variable(1) $2,943,360.335 April 25, 2036 I-21-B Variable(1) $2,873,291.755 April 25, 2036 I-22-B Variable(1) $2,804,889.305 April 25, 2036 I-23-B Variable(1) $2,738,113.405 April 25, 2036 I-24-B Variable(1) $2,672,925.410 April 25, 2036 I-25-B Variable(1) $2,609,287.600 April 25, 2036 I-26-B Variable(1) $2,547,163.135 April 25, 2036 I-27-B Variable(1) $2,486,516.065 April 25, 2036 I-28-B Variable(1) $2,427,311.280 April 25, 2036 I-29-B Variable(1) $2,369,514.525 April 25, 2036 I-30-B Variable(1) $2,313,092.325 April 25, 2036 I-31-B Variable(1) $2,258,012.030 April 25, 2036 I-32-B Variable(1) $2,204,241.760 April 25, 2036 I-33-B Variable(1) $2,151,750.375 April 25, 2036 I-34-B Variable(1) $2,100,507.495 April 25, 2036 I-35-B Variable(1) $2,050,483.440 April 25, 2036 I-36-B Variable(1) $2,001,649.260 April 25, 2036 I-37-B Variable(1) $1,953,976.670 April 25, 2036 I-38-B Variable(1) $1,907,438.075 April 25, 2036 I-39-B Variable(1) $1,862,006.515 April 25, 2036 I-40-B Variable(1) $1,817,655.695 April 25, 2036 I-41-B Variable(1) $1,774,359.915 April 25, 2036 I-42-B Variable(1) $1,732,094.120 April 25, 2036 I-43-B Variable(1) $1,690,833.810 April 25, 2036 I-44-B Variable(1) $1,650,555.110 April 25, 2036 I-45-B Variable(1) $1,611,234.670 April 25, 2036 I-46-B Variable(1) $1,572,849.730 April 25, 2036 I-47-B Variable(1) $1,535,378.050 April 25, 2036 I-48-B Variable(1) $1,498,797.915 April 25, 2036 I-49-B Variable(1) $1,463,088.150 April 25, 2036 I-50-B Variable(1) $1,428,228.055 April 25, 2036 I-51-B Variable(1) $1,394,197.440 April 25, 2036 I-52-B Variable(1) $1,360,976.585 April 25, 2036 I-53-B Variable(1) $1,348,773.800 April 25, 2036 I-54-B Variable(1) $1,296,408.460 April 25, 2036 I-55-B Variable(1) $1,265,514.560 April 25, 2036 I-56-B Variable(1) $1,408,642.035 April 25, 2036 I-57-B Variable(1) $5,058,912.785 April 25, 2036 I-58-B Variable(1) $45,273,723.440 ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇-▇ Variable(1) $10,426,282.000 April 25, 2036 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classestwenty-four classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Group I Loans and certain other related assets (exclusive of the Swap Account and the Swap AgreementReserve Fund) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interestsinterest" in REMIC I (the "REMIC I Regular InterestsInterest"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each the REMIC I Regular Interest shall be the Maturity 360th Distribution Date. None of the The REMIC I Regular Interests Interest will not be certificated.. UNCERTIFICATED REMIC I UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE REMIC I Regular Variable(1) $300,000,888.78 October 25, 2034 Interest A ____________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE LT1 Variable(1) $1,301,819,853.03 June 25, 2046 LT2 Variable(1) $64,514.85 June 25, 2046 LT3 0.00% $65,686.72 June 25, 2046 LT4 Variable(1) $ 65,686.72 June 25, 2046 ____________ (1) Calculated in accordance with the definition of "Uncertificated REMIC I Pass Through Rate" herein.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Trust Fund. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein) (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I R Certificates will represent ownership of the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date," for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. Designation Uncertificated Initial Latest REMIC I Uncertificated Possible Maturity((1)) Pass-Through Principal Balance Rate REMIC I Regular Interest Y-I Variable((2) ) $16,046.19 September 25, 2035 REMIC I Regular Interest Variable(2) $64,933.66 September 25, 2035 Y-II REMIC I Regular Interest Variable(2) $170,045.00 September 25, 2035 Y-III REMIC I Regular Interest Variable(2) $59,862.92 September 25, 2035 Y-IV REMIC I Regular Interest Z-I Variable(2) $32,076,332.81 September 25, 2035 REMIC I Regular Interest Variable(2) $129,792,078.34 September 25, 2035 Z-II REMIC I Regular Interest Variable(2) $339,919,956.00 September 25, 2035 Z-III REMIC I Regular Interest Variable(2) $119,656,450.08 September 25, 2035 Z-IV

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AMB Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $12,630,639.726 I-2-A Variable(1) $12,169,210.419 I-3-A Variable(1) $11,724,731.118 I-4-A Variable(1) $11,296,575.972 I-5-A Variable(1) $10,884,142.386 I-6-A Variable(1) $10,486,850.121 I-7-A Variable(1) $10,104,140.421 I-8-A Variable(1) $ 9,735,475.293 I-9-A Variable(1) $ 9,380,336.634 I-10-A Variable(1) $ 9,038,225.583 I-11-A Variable(1) $ 8,708,661.756 I-12-A Variable(1) $ 8,391,182.562 I-13-A Variable(1) $ 8,085,342.555 I-14-A Variable(1) $ 7,790,712.777 I-15-A Variable(1) $ 7,506,880.182 I-16-A Variable(1) $ 7,233,446.961 I-17-A Variable(1) $ 6,970,030.101 I-18-A Variable(1) $ 6,716,260.728 I-19-A Variable(1) $ 6,471,783.612 I-20-A Variable(1) $ 6,236,256.690 I-21-A Variable(1) $ 6,009,350.544 I-22-A Variable(1) $ 5,790,747.933 I-23-A Variable(1) $ 5,580,143.361 I-24-A Variable(1) $ 5,377,242.618 I-25-A Variable(1) $ 5,181,762.375 I-26-A Variable(1) $ 4,993,429.770 I-27-A Variable(1) $ 4,811,982.057 I-28-A Variable(1) $ 4,637,166.120 I-29-A Variable(1) $ 4,468,738.293 I-30-A Variable(1) $ 4,306,463.838 I-31-A Variable(1) $ 4,150,116.711 I-32-A Variable(1) $ 3,999,479.229 I-33-A Variable(1) $ 3,854,341.692 I-34-A Variable(1) $ 3,716,144.550 I-35-A Variable(1) $ 3,582,246.555 I-36-A Variable(1) $ 3,452,249.367 I-37-A Variable(1) $ 3,326,997.564 I-38-A Variable(1) $ 3,206,316.933 I-39-A Variable(1) $ 3,090,039.732 I-40-A Variable(1) $ 2,978,520.120 I-41-A Variable(1) $ 2,870,534.592 I-42-A Variable(1) $ 2,766,487.392 I-43-A Variable(1) $ 2,666,234.034 I-44-A Variable(1) $ 2,569,635.441 I-45-A Variable(1) $ 2,476,708.785 I-46-A Variable(1) $ 2,387,147.679 I-47-A Variable(1) $ 2,300,922.189 I-48-A Variable(1) $ 2,218,675.698 I-49-A Variable(1) $ 2,139,311.718 I-50-A Variable(1) $ 2,061,925.002 I-51-A Variable(1) $ 1,988,277.174 I-52-A Variable(1) $ 1,916,253.063 I-53-A Variable(1) $ 1,846,853.613 I-54-A Variable(1) $ 1,787,447.052 I-55-A Variable(1) $ 1,722,482.721 I-56-A Variable(1) $ 1,659,893.211 I-57-A Variable(1) $ 1,648,306.557 I-58-A Variable(1) $ 1,605,712.716 I-59-A Variable(1) $39,257,261.118 I-1-B Variable(1) $ 1,403,404.414 I-2-B Variable(1) $ 1,352,134.491 I-3-B Variable(1) $ 1,302,747.902 I-4-B Variable(1) $ 1,255,175.108 I-5-B Variable(1) $ 1,209,349.154 I-6-B Variable(1) $ 1,165,205.569 I-7-B Variable(1) $ 1,122,682.269 I-8-B Variable(1) $ 1,081,719.477 I-9-B Variable(1) $ 1,042,259.626 I-10-B Variable(1) $ 1,004,247.287 I-11-B Variable(1) $ 967,629.084 I-12-B Variable(1) $ 932,353.618 I-13-B Variable(1) $ 898,371.395 I-14-B Variable(1) $ 865,634.753 I-15-B Variable(1) $ 834,097.798 I-16-B Variable(1) $ 803,716.329 I-17-B Variable(1) $ 774,447.789 I-18-B Variable(1) $ 746,251.192 I-19-B Variable(1) $ 719,087.068 I-20-B Variable(1) $ 692,917.410 I-21-B Variable(1) $ 667,705.616 I-22-B Variable(1) $ 643,416.437 I-23-B Variable(1) $ 620,015.929 I-24-B Variable(1) $ 597,471.402 I-25-B Variable(1) $ 575,751.375 I-26-B Variable(1) $ 554,825.530 I-27-B Variable(1) $ 534,664.673 I-28-B Variable(1) $ 515,240.680 I-29-B Variable(1) $ 496,526.477 I-30-B Variable(1) $ 478,495.982 I-31-B Variable(1) $ 461,124.079 I-32-B Variable(1) $ 444,386.581 I-33-B Variable(1) $ 428,260.188 I-34-B Variable(1) $ 412,904.950 I-35-B Variable(1) $ 398,027.395 I-36-B Variable(1) $ 383,583.263 I-37-B Variable(1) $ 369,666.396 I-38-B Variable(1) $ 356,257.437 I-39-B Variable(1) $ 343,337.748 I-40-B Variable(1) $ 330,946.680 I-41-B Variable(1) $ 318,948.288 I-42-B Variable(1) $ 307,387.488 I-43-B Variable(1) $ 296,248.226 I-44-B Variable(1) $ 285,515.049 I-45-B Variable(1) $ 275,189.865 I-46-B Variable(1) $ 265,238.631 I-47-B Variable(1) $ 255,658.021 I-48-B Variable(1) $ 246,519.522 I-49-B Variable(1) $ 237,701.302 I-50-B Variable(1) $ 229,102.778 I-51-B Variable(1) $ 220,919.686 I-52-B Variable(1) $ 212,917.007 I-53-B Variable(1) $ 205,205.957 I-54-B Variable(1) $ 198,605.228 I-55-B Variable(1) $ 191,386.969 I-56-B Variable(1) $ 184,432.579 I-57-B Variable(1) $ 183,145.173 I-58-B Variable(1) $ 178,412.524 I-59-B Variable(1) $ 4,361,917.902 A-I Variable(1) $16,566,298.820 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed home equity loan pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen [seventeen] Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Supplemental Interest Trust Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests shall be the Distribution Date immediately succeeding the 360th Distribution Date. The REMIC I Regular Interests will not be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund to be created hereunder, the primary assets of which will be the Mortgage Loans. The aggregate of the initial Cut-off Date Principal Balances of the Mortgage Loans (as defined herein) and certain other related assetsis approximately $737,674,252. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of that portion of interest payments thereon that constitute Excess Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan set forth on the schedule attached hereto as Schedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate as of the Cut-off Date and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (REMIC II Remittance Rate and the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I II Regular Interests". Determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii). The , the "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I II Regular Interest shall be the Maturity first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. None of the REMIC I II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Trust Fund. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein) (including the Mortgage Loans and certain other related assets (exclusive of but excluding the Swap Account Initial Monthly Payment Fund, the Yield Maintenance Agreement Reserve Fund and the Swap Agreement) Carryover Shortfall Reserve Fund), and subject to this Agreement Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent ownership of the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date," for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. ----------------------------- ----------------- ---------------------- ------------------------ Designation Uncertificated Initial Latest REMIC I Uncertificated Possible Maturity(1) Pass-Through Principal Balance Rate ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Y1 Variable(2) $131,777.71 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Y2 Variable(2) $266,710.41 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT1 Variable(2) $263,348,248.54 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT2 Variable(2) $13,177.96 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT3 Variable(2) $13,177.96 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT4 Variable(2) $13,177.96 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT5 Variable(2) $532,994,087.32 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT6 Variable(2) $26,671.05 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT7 Variable(2) $26,671.05 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest LT8 Variable(2) $26,671.05 December 25, 2045 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $13,177.95 December 25, 2045 LT10 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $13,177.96 December 25, 2045 LT11 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $13,177.96 December 25, 2045 LT12 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $26,671.04 December 25, 2045 LT14 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $26,671.05 December 25, 2045 LT15 ----------------------------- ----------------- ---------------------- ------------------------ ----------------------------- ----------------- ---------------------- ------------------------ REMIC I Regular Interest Variable(2) $26,671.05 December 25, 2045 LT16 ----------------------------- ----------------- ---------------------- ------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the REMIC II Regular Interests will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class or Component designation, remittance rate the corresponding REMIC I Regular Interest (the "Uncertificated Corresponding REMIC I Pass Through RateRegular Interest") ), the Corresponding Components of the Class IO Certificates and initial Uncertificated the Original Class Principal Balance for each Class of the "regular interests" in REMIC I II Certificates (the "Corresponding Certificates"). Corresponding Original Class Corresponding Corresponding Components of Certificates (1) Principal Balance REMIC I Regular Interests"). The "latest possible maturity date" Class IO Certificates (determined solely for purposes of satisfying Treasury regulation Section 1.8601) Interests (1) Class A-1 $167,224,000.00 ▇▇-▇-▇ ▇▇-▇ ▇▇-▇-▇ 2A-1 Class A-2 $793,233,000.00 ▇▇-▇-▇▇ ▇▇-▇▇ ▇▇-▇-▇▇▇ ▇▇-▇▇▇ ▇▇-▇-▇▇▇▇ ▇▇-▇▇▇▇ ▇▇-▇-▇ 2A-2 Class A-2F $60,000,000.00 ▇▇-▇▇-▇▇ ▇▇-▇▇▇ ▇▇-▇▇-▇▇▇ 1A-2FBI ▇▇-▇▇-▇▇▇▇ ▇▇-▇▇▇▇▇ ▇▇-▇▇-▇ 2A-2F Class B $52,331,000.00 LB-1I 1BI LB-1II 1BII LB-2 2B Class C $26,166,000.00 LC-1I 1CI LC-1II 1CII LC-2 2C Class D $26,165,000.00 ▇▇-▇▇ ▇▇▇ ▇▇-▇▇▇ ▇▇▇▇ ▇▇-▇ 2D Class E $16,354,000.00 ▇▇-▇ ▇▇ ▇▇-▇ 2E Class F $13,082,000.00 LF-1 1F LF-2 2F Class G 1(a)(4)(iii)) for each REMIC I $26,166,000.00 LG-1 1G LG-2 2G Class H $16,354,000.00 LH-1 1H LH-2 2H Class J $19,624,000.00 LJ-1 1J LJ-2 2J Class K $16,353,000.00 LK-1 1K LK-2 2K Class L $13,083,000.00 LL-1 1L LL-2 2L Class M $6,541,000.00 LM-1 1M LM-2 2M Class N $9,812,000.00 ▇▇-▇ ▇▇ ▇▇-▇ 2N Class O $13,083,000.00 ▇▇-▇ ▇▇ ▇▇-▇ ▇▇ Class P $6,542,000.00 LP-1 1P LP-2 2P Class Q $26,165,728.00 LQ-1 1Q LQ-2 2Q ------------------------ 1 With respect to the Class A-2F, the Class A-2F Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificatedInterest.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designationExcept as provided below, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the each, a "REMIC I Regular InterestsInterest")) will relate to a specific Mortgage Loan. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each Each such REMIC I Regular Interest shall be will have a remittance rate equal to the Maturity Dateunmodified Net Mortgage Rate (as defined herein) as of the Closing Date of the Mortgage Loan to which such REMIC I Regular Interest relates, and an initial uncertificated stated principal amount (an initial "Uncertificated Principal Balance") equal to the Cut-off Date Balance (as defined herein) of the Mortgage Loan to which such REMIC I Regular Interest relates. The Legal Final Distribution Date of each of the REMIC I Regular Interests is November 18, 2029. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, remittance rate (the "REMIC II Remittance Rate"), the initial Uncertificated Principal Balance and Legal Final Distribution Date for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). None of the REMIC II Regular Interests will be certificated. Corresponding Class of Initial Class REMIC III REMIC II Uncertificated Legal Final Designation Certificates Remittance Rate Principal Balance Distribution Date (2) ----------- --------------- ---------------- ----------------- --------------------- M Class A-1 Variable (1) $220,000,000 November 18, 2029 (3) N Class A-2 Variable (1) $384,000,000 November 18, 2029 (3) O Class A-3 Variable (1) $982,521,000 November 18, 2029 (3) P Class B Variable (1) $110,175,000 November 18, 2029 (3) Q Class C Variable (1) $110,175,000 November 18, 2029 (3) R Class D Variable (1) $121,194,000 November 18, 2029 (3) S Class E Variable (1) $ 33,052,000 November 18, 2029 (3) T Class F Variable (1) $ 66,105,000 November 18, 2029 (3) U Class G Variable (1) $ 49,579,000 November 18, 2029 (3) V Class H Variable (1) $ 16,527,208 November 18, 2029 (3) W Class J Variable (1) $ 44,070,046 November 18, 2029 (3) X Class K Variable (1) $ 22,035,023 November 18, 2029 (3) Y Class L Variable (1) $ 27,543,779 November 18, 2029 (3) Z Class M Variable (1) $ 16,526,268 November 18, 2029 (3) -------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Group I Loans but excluding the Rounding Account and the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") under for federal income tax lawpurposes and such segregated pool of assets will be designated as "REMIC II." The REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions). A segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The REMIC III Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P Certificates, Class I-M-1 Certificates, Class I- M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC IV and the Class R-IV Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass- Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the REMIC I Regular Interest shall be the Maturity DateInterests. None of the REMIC I Regular Interests will be certificated.. Uncertificated Initial Uncertificated Latest REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate --------------------------------- ------------------------------------------------------------------------- REMIC I Regular Interest A 5.50% $ 409,722,070.36 December 25, 2033 REMIC I Regular Interest I-A-P 0.00% $ 3,349,584.14 December 25, 2033 REMIC I I-A-V Regular (2) $ (3) December 25, 2033 Interests

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates")certificates, to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined hereinbelow). The Mortgage Loans will be serviced pursuant to the terms hereof. The Depositor hereby assigns to the Trustee, acting on behalf of the Certificateholders, its interests and rights in the Mortgage Loans, including with respect to the Canadian Loan (as defined below) and certain other related assetsthe Foreign Currency Exchange Contract (as defined below). REMIC I As provided herein, the REMIC Administrator Trustee will make an election to treat elect that the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including, without limitation, the Mortgage Loans) be treated for federal income tax purposes as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I.I". One hundred sixty-five partial undivided beneficial ownership interests in each of the Mortgage Loans (the "REMIC I Uncertificated Classes") will be designated as the "regular interests" The in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I I, for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth A segregated pool of assets consisting of the designation, remittance rate REMIC I Uncertificated Classes will be designated as "REMIC II" and the Trustee will make a separate REMIC election with respect thereto. Sixteen partial undivided beneficial ownership interests in REMIC II (the "REMIC II Uncertificated REMIC I Pass Through RateClasses") and initial Uncertificated Principal Balance for each of will be designated as the "regular interests" in REMIC I (II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC I Regular Interests"). The "latest possible maturity date" (determined solely II, for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each the REMIC I Regular Interest shall be the Maturity DateProvisions under federal income tax laws. None Each of the REMIC I Regular II Uncertificated Classes, except for Uncertificated Interests IIIA and IIIB, will be certificated.allocated distributions of principal and Realized Losses on each Distribution Date in an amount equal to the aggregate amount of principal distributions and Realized Losses allocated to the related Class of Certificates. In addition, each of the REMIC II Uncertificated Classes, except for Uncertificated Interests IIIA and IIIB, will be allocated distributions on interest in the same order of priority as the related Class of Certificates. For purposes of the preceding two sentences, each REMIC II Uncertificated Class will be deemed related to the Class of Certificates referenced in the definition thereof. On each Distribution Date, (i) Uncertificated Interest IIIA will be allocated all payments of principal allocated to the Class A3 Certificate until retired, and all additional principal paid to the Class A3 Certificates will be allocated to Uncertificated Interest IIIB, (ii) Uncertificated Interest IIIB will be allocated all Realized Losses allocated to the Class A3 Certificate until eliminated, and all additional Realized Losses allocated to the Class A3 Certificates will be allocated to Uncertificated Interest IIIA. Each of Uncertificated Interests IIIA and IIIB will be allocated interest allocable to the Class A3 Certificates pro rata based upon their principal balance as of the immediately preceding Distribution Date. A segregated pool of assets consisting of the REMIC II Uncertificated Classes will be designated as "REMIC III" and the Trustee will make a separate REMIC election with respect thereto. The Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class NR, Certificates and each of the Class X Components will be designated as the "regular interests" in REMIC III, and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, Pass-Through Rate and Original Class Balance for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Initial Class Designation Pass-Through Rate Original Class Balance ----------------- ----------------- ---------------------- Class A1 5.2880% $50,000,000 Class A2 6.0010% $132,000,000 Class A3 6.2600% $607,020,000 Class B 6.4460% $43,129,000 Class C 6.6330% $40,593,000 Class D 6.7510% $12,685,000 Class E 7.2535%(1) $25,371,000 Class F 7.7225%(2) $13,953,000 Class X1 1.0912%(3) $1,014,816,337(4) Class X2 1.5305%(3) $596,778,000(4) Class G 5.7750% $29,176,000 Class H 5.7750% $10,149,000 Class J 5.7750% $7,611,000 Class K 5.7750% $12,685,000 Class L 5.7750% $5,074,000 Class M 5.7750% $5,074,000 Class NR 5.7750% $20,296,337 Class R-I NA NA Class R-II NA NA Class R-III NA NA ----------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates Residual Interest will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law, and will be represented by the Class R-I Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class or Component designation, remittance rate the corresponding REMIC I Regular Interest (the "Uncertificated Corresponding REMIC I Pass Through RateRegular Interest") ), the REMIC I Principal Balance, the Corresponding Components of the Class X Certificates and initial Uncertificated the Original Class Principal Balance for each Class of the "regular interests" in REMIC I Sequential Pay Certificates (the "REMIC I Regular InterestsCorresponding Certificates"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each Corresponding Corresponding Original Class REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Components of Corresponding Principal Regular Principal Class X Certificates Balance Interests will be certificated.(1) Balance Certificates (1) Class A-2 $97,857,000 LA-2-1 $14,931,000 X-A-2-1 LA-2-2 $41,500,000 X-A-2-2 Corresponding Corresponding Original Class REMIC I REMIC I Components of Corresponding Principal Regular Principal Class X Certificates Balance Interests (1) Balance Certificates (1) LA-2-3 $41,426,000 X-A-2-3 Class A-3 $120,974,000 LA-3-1 $5,974,000 X-A-3-1 LA-3-2 $94,000,000 X-A-3-2 LA-3-3 $21,000,000 X-A-3-3 Class A-4 $559,033,000 LA-4-1 $30,133,000 X-A-4-1 LA-4-2 $45,900,000 X-A-4-2 LA-4-3 $483,000,000 X-A-4-3 Class B $41,951,000 LB $41,951,000 X-B Class C $46,011,000 LC $46,011,000 X-C Class D $10,826,000 LD $10,826,000 X-D Class E $18,945,000 LE $18,945,000 X-E Class F $17,592,000 LF-1 $8,318,000 X-F-1 LF-2 $9,274,000 X-F-2 Class G $17,593,000 LG-1 $11,593,000 X-G-1 LG-2 $6,000,000 X-G-2 Class H $18,945,000 LH-1 $14,945,000 X-H-1 LH-2 $4,000,000 X-H-2 Class J $16,239,000 LJ-1 $13,039,000 X-J-1 LJ-2 $3,200,000 X-J-2 Class K $5,413,000 LK $5,413,000 X-K Class L $8,120,000 LL $8,120,000 X-L Class M $13,532,000 LM $13,532,000 X-M Class N $5,413,000 LN $5,413,000 X-N Class O $16,239,757 LO $16,239,757 X-O

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Component I of the Class R-I R-1 Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. Component I of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $5,397,969.645 I-2-A Variable(1) $5,243,043.585 I-3-A Variable(1) $5,089,025.860 I-4-A Variable(1) $4,939,529.780 I-5-A Variable(1) $4,794,422.645 I-6-A Variable(1) $4,653,575.685 I-7-A Variable(1) $4,516,863.885 I-8-A Variable(1) $4,384,165.885 I-9-A Variable(1) $4,255,363.920 I-10-A Variable(1) $4,130,343.645 I-11-A Variable(1) $4,008,994.080 I-12-A Variable(1) $3,891,207.520 I-13-A Variable(1) $3,776,879.395 I-14-A Variable(1) $3,665,908.200 I-15-A Variable(1) $3,558,195.435 I-16-A Variable(1) $3,453,787.735 I-17-A Variable(1) $3,352,300.265 I-18-A Variable(1) $3,253,792.975 I-19-A Variable(1) $3,158,178.385 I-20-A Variable(1) $3,065,371.590 I-21-A Variable(1) $2,975,290.205 I-22-A Variable(1) $2,887,854.215 I-23-A Variable(1) $2,802,985.990 I-24-A Variable(1) $2,720,610.155 I-25-A Variable(1) $2,640,653.555 I-26-A Variable(1) $2,563,045.185 I-27-A Variable(1) $2,487,716.115 I-28-A Variable(1) $2,414,597.735 I-29-A Variable(1) $2,343,628.615 I-30-A Variable(1) $2,274,743.915 I-31-A Variable(1) $2,207,882.435 I-32-A Variable(1) $2,143,031.585 I-33-A Variable(1) $2,080,038.070 I-34-A Variable(1) $2,018,894.495 I-35-A Variable(1) $1,959,546.920 I-36-A Variable(1) $1,901,965.350 I-37-A Variable(1) $1,412,245.180 I-38-A Variable(1) $1,766,696.335 I-39-A Variable(1) $1,714,757.265 I-40-A Variable(1) $1,664,343.985 I-41-A Variable(1) $1,615,411.695 I-42-A Variable(1) $1,567,916.925 I-43-A Variable(1) $1,521,817.465 I-44-A Variable(1) $1,477,072.340 I-45-A Variable(1) $1,433,641.805 I-46-A Variable(1) $1,391,487.250 I-47-A Variable(1) $1,361,387.005 I-48-A Variable(1) $1,329,469.905 I-49-A Variable(1) $1,290,375.545 I-50-A Variable(1) $1,252,429.875 I-51-A Variable(1) $1,215,599.140 I-52-A Variable(1) $1,179,850.615 I-53-A Variable(1) $1,145,152.525 I-54-A Variable(1) $1,111,474.015 I-55-A Variable(1) $1,078,771.035 I-56-A Variable(1) $1,047,049.820 I-57-A Variable(1) $1,016,301.875 I-58-A Variable(1) $986,444.170 I-59-A Variable(1) $959,260.965 I-60-A Variable(1) $30,909,638.610 I-1-B Variable(1) $5,397,969.645 I-2-B Variable(1) $5,243,043.585 I-3-B Variable(1) $5,089,025.860 I-4-B Variable(1) $4,939,529.780 I-5-B Variable(1) $4,794,422.645 I-6-B Variable(1) $4,653,575.685 I-7-B Variable(1) $4,516,863.885 I-8-B Variable(1) $4,384,165.885 I-9-B Variable(1) $4,255,363.920 I-10-B Variable(1) $4,130,343.645 I-11-B Variable(1) $4,008,994.080 I-12-B Variable(1) $3,891,207.520 I-13-B Variable(1) $3,776,879.395 I-14-B Variable(1) $3,665,908.200 I-15-B Variable(1) $3,558,195.435 I-16-B Variable(1) $3,453,787.735 I-17-B Variable(1) $3,352,300.265 I-18-B Variable(1) $3,253,792.975 I-19-B Variable(1) $3,158,178.385 I-20-B Variable(1) $3,065,371.590 I-21-B Variable(1) $2,975,290.205 I-22-B Variable(1) $2,887,854.215 I-23-B Variable(1) $2,802,985.990 I-24-B Variable(1) $2,720,610.155 I-25-B Variable(1) $2,640,653.555 I-26-B Variable(1) $2,563,045.185 I-27-B Variable(1) $2,487,716.115 I-28-B Variable(1) $2,414,597.735 I-29-B Variable(1) $2,343,628.615 I-30-B Variable(1) $2,274,743.915 I-31-B Variable(1) $2,207,882.435 I-32-B Variable(1) $2,143,031.585 I-33-B Variable(1) $2,080,038.070 I-34-B Variable(1) $2,018,894.495 I-35-B Variable(1) $1,959,546.920 I-36-B Variable(1) $1,901,965.350 I-37-B Variable(1) $1,412,245.180 I-38-B Variable(1) $1,766,696.335 I-39-B Variable(1) $1,714,757.265 I-40-B Variable(1) $1,664,343.985 I-41-B Variable(1) $1,615,411.695 I-42-B Variable(1) $1,567,916.925 I-43-B Variable(1) $1,521,817.465 I-44-B Variable(1) $1,477,072.340 I-45-B Variable(1) $1,433,641.805 I-46-B Variable(1) $1,391,487.250 I-47-B Variable(1) $1,361,387.005 I-48-B Variable(1) $1,329,469.905 I-49-B Variable(1) $1,290,375.545 I-50-B Variable(1) $1,252,429.875 I-51-B Variable(1) $1,215,599.140 I-52-B Variable(1) $1,179,850.615 I-53-B Variable(1) $1,145,152.525 I-54-B Variable(1) $1,111,474.015 I-55-B Variable(1) $1,078,771.035 I-56-B Variable(1) $1,047,049.820 I-57-B Variable(1) $1,016,301.875 I-58-B Variable(1) $986,444.170 I-59-B Variable(1) $959,260.965 I-60-B Variable(1) $30,909,638.610 A-I Variable(1) $10,140,503.500 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class R-1 Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Component II of the Class R-1 Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the Mortgage Loans (as defined herein"Trust Fund") and certain other related assetsto be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and a portion of the interest payments thereon other than Additional Interest, as well as certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designationExcept as provided below, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be will relate to a specific Mortgage Loan. Each such REMIC I Regular Interest will have a remittance rate equal to the Maturity Dateunmodified Net Mortgage Rate as of the Closing Date of the Mortgage Loan to which such REMIC I Regular Interest relates and an initial Uncertificated Principal Balance equal to the Cut-Off Date Balance of the Mortgage Loan to which such REMIC I Regular Interest relates. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The REMIC II Remittance Rate with respect to each Class of the REMIC II Regular Interests will be calculated in accordance with the definition of "REMIC II Remittance Rate". The initial Uncertificated Principal Balance of each Class of the REMIC II Regular Interests will equal the Original Class Principal Balance of the corresponding Class of the REMIC III Certificates described below. None of the REMIC II Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-III Certificates will evidence the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (other than the Class IO Certificates) and each of the Components of the Class IO Certificates will be designated as a separate regular interest in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class designation of the REMIC III Certificates other than the Class IO and Class R-III Certificates, the corresponding REMIC II Regular Interests, the corresponding Component of the Class IO Certificates and the Original Class Principal Balance for each Class of the Regular Certificates other than the Class IO Certificates. Corresponding Class of Class REMIC II Corresponding Original Class Designation Regular Interests IO Component Principal Balance ----------- ----------------- ------------ ----------------- Class A-1 P IO-A1 $129,870,000 Class A-2 Q IO-A2 $ 75,490,000 Class A-3 IO-A3 $243,122,000 Class B R IO-B $ 33,516,000 Class C S IO-C $ 35,112,000 Class D T IO-D $ 38,305,000 Class E U IO-E $ 7,980,000 Class F V IO-F $ 35,113,000 Class G W IO-G $ 4,788,000 Class H X IO-H $ 14,364,000 Class J Y IO-J $ 3,192,000 Class K Z IO-K $ 17,556,605 The Class L Certificate will not constitute an interest in REMIC I, REMIC II, REMIC III. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the Mortgage Loans (as defined herein"Trust Fund") and certain other related assetsto be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I". The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated Each REMIC I Pass Through Rate") Regular Interest will relate to a specific Mortgage Loan and initial Uncertificated Principal Balance for each of the will be designated as a separate "regular interestsinterest" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each the REMIC Provisions under federal income tax law. Each such REMIC I Regular Interest shall be will (i) have a REMIC I Remittance Rate that, subject to the Maturity Dateadjustment provided herein, is equal to the unmodified Net Mortgage Rate as of the Closing Date of the Mortgage Loan to which such REMIC I Regular Interest relates, and (ii) have an initial REMIC Principal Balance equal to the Cut-off Date Balance of the Mortgage Loan to which such REMIC I Regular Interest relates. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Each of the nine REMIC II Regular Interests will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law and will have a REMIC II Remittance Rate equal to the Weighted Average REMIC I Remittance Rate. The initial REMIC Principal Balance of each such REMIC II Regular Interest is set forth in the Table below. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans (as defined herein) and certain other related assetsLoans. REMIC I ------- As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitutes Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." I. The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (under federal income tax law. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as defined herein) a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class or Component designation, remittance rate (the "Uncertificated original REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each corresponding REMIC I Regular Interest shall be (the Maturity Date. None of the "Corresponding REMIC I Regular Interest"), the Corresponding Components of the Class X Certificates (the "Corresponding Components") and the Original Class Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates"). Original Corresponding Original Corresponding Class REMIC I REMIC I REMIC I Components of Corresponding Principal Regular Principal Pass-Through Class X Certificates Balance Interests will be certificated.(1) Balance Rate Certificates (1) ------------ ------- ------------- ------- ---- ---------------- Class A-1 $41,041,000 LA-1-1 $773,000 (2) X-A-1-1 LA-1-2 $1,021,000 X-A-1-2 LA-1-3 $22,946,000 X-A-1-3 LA-1-4 $16,301,000 X-A-1-4 Class A-2 $122,149,000 LA-2-1 $11,103,000 (2) X-A-2-1 LA-2-2 $27,553,000 X-A-2-2 LA-2-3 $26,880,000 X-A-2-3 LA-2-4 $29,102,000 X-A-2-4 LA-2-5 $27,511,000 X-A-2-5 Class A-3 $174,126,000 LA-3-1 $979,000 (2) X-A-3-1 LA-3-2 $39,008,000 X-A-3-2 LA-3-3 $108,290,000 X-A-3-3 LA-3-4 $17,378,000 X-A-3-4 LA-3-5 $8,471,000 X-A-3-5 Class A-PB $81,472,000 LA-PB-1 $7,125,000 (2) X-A-PB-1 LA-PB-2 $15,334,000 X-A-PB-2 LA-PB-3 $23,013,000 X-A-PB-3 LA-PB-4 $36,000,000 X-A-PB-4 Class A-4 $476,015,000 LA-4-1 $124,896,000 (2) X-A-4-1 LA-4-2 $351,119,000 X-A-4-2 Class A-1A $88,957,000 LA-1A-1 $175,000 (2) X-A-1A-1 LA-1A-2 $240,000 X-A-1A-2 LA-1A-3 $1,808,000 X-A-1A-3 LA-1A-4 $2,085,000 X-A-1A-4 LA-1A-5 $2,129,000 X-A-1A-5 LA-1A-6 $2,073,000 X-A-1A-6 LA-1A-7 $2,075,000 X-A-1A-7 LA-1A-8 $2,024,000 X-A-1A-8 LA-1A-9 $1,980,000 X-A-1A-9 LA-1A-10 $23,644,000 X-A-1A-10 LA-1A-11 $1,268,000 X-A-1A-11 LA-1A-12 $1,230,000 X-A-1A-12 LA-1A-13 $6,169,000 X-A-1A-13 LA-1A-14 $1,095,000 X-A-1A-14 LA-1A-15 $40,962,000 X-A-1A-15 Class A-J-1 $140,537,000 LA-J-1 $140,537,000 (2) X-A-J-1 Class A-J-2 $89,592,000 LA-J-2 $89,592,000 (2) X-A-J-2 Class B $31,621,000 LB $31,621,000 (2) X-B Class C $12,297,000 LC $12,297,000 (2) X-C Class D $28,107,000 LD-1 $5,872,000 (2) X-D-1 LD-2 $9,495,000 X-D-2 LD-3 $8,962,000 X-D-3 LD-4 $3,778,000 X-D-4 Class E $14,054,000 LE-1 $10,059,000 (2) X-E-1 LE-2 $3,995,000 X-E-2 Class F $19,324,000 LF-1 $7,217,000 (2) X-F-1 LF-2 $11,855,000 X-F-2 LF-3 $252,000 X-F-3 Class G $12,297,000 LG-1 $7,161,000 (2) X-G-1 LG-2 $5,136,000 X-G-2 Class H $24,594,000 LH-1 $5,728,000 (2) X-H-1 LH-2 $13,233,000 X-H-2 LH-3 $5,633,000 X-H-3 Class J $5,270,000 LJ $5,270,000 (2) X-J Class K $7,027,000 LK $7,027,000 (2) X-K Class L $5,270,000 LL $5,270,000 (2) X-L Class M $3,514,000 LM $3,514,000 (2) X-M Class N $3,513,000 LN $3,513,000 (2) X-N Class O $5,270,000 LO $5,270,000 (2) X-O Class P $19,324,542 LP $19,324,542 (2) X-P

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the Mortgage Loans (as defined herein"Trust Fund") and certain other related assetsto be created hereunder. REMIC I As provided herein, the REMIC Administrator Trustee will make an election elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designationExcept as provided below, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be will relate to a specific Mortgage Loan. Each such REMIC I Regular Interest will have: (i) subject to adjustment as provided herein, a remittance rate equal to the Maturity DateREMIC I Remittance Rate for such related Mortgage Loan as of the Closing Date of the Mortgage Loan to which such REMIC I Regular Interest relates; and (ii) an initial Uncertificated Principal Balance equal to the Cut-off Date Balance of the Mortgage Loan to which such REMIC I Regular Interest relates. None of the REMIC I Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. Each of the fourteen REMIC II Regular Interests will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law and will have a REMIC II Remittance Rate equal to the Weighted Average REMIC I Remittance Rate. The initial REMIC Principal Balance of each such REMIC II Regular Interest is set forth in the Table below. None of the REMIC II Regular Interests will be certificated. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-III Certificates will evidence the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (other than the Class IO Certificates) and each of the Components of the Class IO Certificates will be designated as a separate "regular interest" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class designation, the corresponding REMIC II Regular Interest (the "Corresponding REMIC II Regular Interest"), the corresponding Component of the Class IO Certificates (the "Corresponding Component") and the Original Principal Balance for each Class of the Regular Certificates (other than the Class IO Certificates).

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesseventeen classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class [R-I I] Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class [R-II] Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $299,845,629.84 LT2 Variable(1) $11,113.99 LT3 0.00% $18,875.46 LT4 Variable(1) $18,875.46 ____________ (1) Calculated as provided in the definition of "Uncertificated REMIC I Pass Through Rate".

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $[ ] LT2 Variable(1) $[ ] LT3 0.00% $[ ] LT4 Variable(1) $[ ] ____________

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will bear interest at the related Pass-Through Rate (as defined herein) and have an initial Certificate Principal Balance of $100.00. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $594,296,950.15 LT2 Variable(1) $ 26,889.37 LT3 Variable(1) $ 32,549.53 LT4 Variable(1) $ 32,549.53 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust to be created hereunder. REMIC I As provided herein, the Trustee will elect that three segregated pools of assets within the Trust Fund, exclusive of the Excess Interest and the Excess Interest Distribution Account, be treated for federal income tax purposes as three separate real estate mortgage investment conduits (the "Component Mortgage Loan REMIC", "REMIC Administrator I" and "REMIC II", respectively). Component Mortgage Loan REMIC The Trustee will make an election elect to treat the segregated pool of assets consisting of the FM Component Mortgage Loans Loan, the SM Component Mortgage Loan and the LM Component Mortgage Loan and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Component Mortgage Loan REMIC". The Component Mortgage Loan REMIC Residual Interest will represent the sole class of "residual interests" in the Component Mortgage Loan REMIC for purposes of the REMIC Provisions under federal income tax law, and will be represented by the Class R-I Certificates. The Component Mortgage Loan REMIC Regular Interests will consist of the Component Mortgage Loan REMIC Senior Regular Interests and the Component Mortgage Loan REMIC Subordinate Regular Interests. The Component Mortgage Loan REMIC Senior Regular Interests will not be certificated and will be held by REMIC I. Each Class of Class FM Certificates, each Class of Class SM Certificates and the Class LM Certificates will represent a Component Mortgage Loan REMIC Subordinate Regular Interest. The following table sets forth the initial FM Component Mortgage Loan Senior Balance, SM Component Mortgage Loan Senior Balance and LM Component Mortgage Loan Senior Balance and the corresponding Component Mortgage Loan REMIC Senior Regular Interests: Initial Component Mortgage Loan Senior Corresponding Component Mortgage Loan REMIC Component Mortgage Loan Balance Senior Regular Interest -------------------------- -------------------- ------------------------------------------- FM Component Mortgage Loan $193,714,025 FM Component Mortgage Loan Senior Regular Interest SM Component Mortgage Loan $150,000,000 SM Component Mortgage Loan Senior Regular Interest LM Component Mortgage Loan $4,150,000 LM Component Mortgage Loan Senior Regular Interest The following table sets forth the initial FM Component Mortgage Loan Subordinate Balances and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interests: Corresponding Component Mortgage Initial FM Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest -------------------------------- -------------------------------- $ 5,156,000 Class FM-A Certificates $ 2,555,216 Class FM-B Certificates $ 9,070,957 Class FM-C Certificates $23,217,827 Class FM-D Certificates The following table sets forth the initial SM Component Mortgage Loan Subordinate Balance and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interest: Corresponding Component Mortgage Initial SM Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest -------------------------------- -------------------------------- $2,127,243 Class SM-A Certificates $2,073,757 Class SM-B Certificates $6,425,000 Class SM-C Certificates $2,565,043 Class SM-D Certificates $2,023,957 Class SM-E Certificates $4,859,000 Class SM-F Certificates $4,180,843 Class SM-G Certificates $5,531,900 Class SM-H Certificates $6,763,257 Class SM-J Certificates The following table sets forth the initial LM Component Mortgage Loan Subordinate Balance and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interest: Corresponding Component Mortgage Initial LM Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest --------------------------------- -------------------------------- $ 407,103 Class LM Certificates REMIC I As provided herein, the Trustee will elect that the portion of the Trust Fund consisting of the Majority Mortgage Loans (exclusive of Excess Interest), the Component Mortgage Loan REMIC Senior Regular Interests and certain other related assets subject to this Agreement shall be treated as a REMIC for federal income tax purposes, and such segregated asset pool will be designated as "REMIC I.I". The REMIC I Regular Interests listed below under the heading "Corresponding REMIC I Regular Interests" The constitute "regular interests" in REMIC I and the Class R-I Certificates will represent constitute the sole Class of "residual interests" in REMIC I created hereunder for purposes of the REMIC Provisions (as defined herein) under federal income tax lawProvisions. The following table irrevocably sets forth the Class or Component designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each corresponding REMIC I Regular Interest shall be (the Maturity Date. None "Corresponding REMIC I Regular Interest"), and the Corresponding Components of the Class XW Certificates for each Class of the REMIC II Certificates (the "Corresponding Certificates"). Corresponding Corresponding Corresponding REMIC I Regular Interests will be certificated.REMIC I Components of Class Certificates Interests(1) Principal Balance XW Certificates(1) ------------- --------------- ----------------- ------------------- Class A-1 LA-1 $39,800,000 XA-1 Class A-2 LA-2 $185,100,000 XA-2 Class A-3 LA-3 $555,200,000 XA-3 Class A-4 LA-4 $343,141,000 XA-4 Class A-SB LA-SB $134,000,000 XA-SB Class A-5 LA-5 $381,247,000 XA-5 Class A-1A LA-1A $219,184,000 XA-1A Class A-J LA-J $168,352,000 XA-J Class B LB $60,955,000 XB Class C LC $20,318,000 XC Class D LD $43,539,000 XD Class E LE $20,319,000 XE Class F LF $26,123,000 XF Class G LG $20,318,000 XG Class H LH $34,832,000 XH Class J LJ $5,805,000 XJ Class K LK $8,708,000 XK Class L LL $8,708,000 XL Class M LM $2,902,000 XM Class N LN $5,805,000 XN Class O LO $11,611,000 XO Class P LP $26,123,942 XP ------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust to be created hereunder. REMIC I As provided herein, the Trustee will elect that three segregated pools of assets within the Trust Fund, exclusive of the Excess Interest and the Excess Interest Distribution Account, be treated for federal income tax purposes as three separate real estate mortgage investment conduits (the "Component Mortgage Loan REMIC", "REMIC Administrator I" and "REMIC II", respectively). Component Mortgage Loan REMIC The Trustee will make an election elect to treat the segregated pool of assets consisting of the CC Component Mortgage Loans Loan, the SS Component Mortgage Loan and the UH Component Mortgage Loan and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "Component Mortgage Loan REMIC". The Component Mortgage Loan REMIC Residual Interest will represent the sole class of "residual interests" in the Component Mortgage Loan REMIC for purposes of the REMIC Provisions under federal income tax law, and will be represented by the Class R-I Certificates. The Component Mortgage Loan REMIC Regular Interests will consist of the Component Mortgage Loan REMIC Senior Regular Interests and the Component Mortgage Loan REMIC Subordinate Regular Interests. The Component Mortgage Loan REMIC Senior Regular Interests will not be certificated and will be held by REMIC I. Each Class of Class CC, Class SS or Class UH Certificates, as applicable, will represent a Component Mortgage Loan REMIC Subordinate Regular Interest. The following table sets forth the initial Class CC Senior Balance, Class SS Senior Balance and Class UH Senior Balance and the corresponding Component Mortgage Loan REMIC Senior Regular Interests: Initial Component Corresponding Component Mortgage Component Mortgage Mortgage Loan Senior Loan REMIC Loan Balance Senior Regular Interest ------------------ -------------------- --------------------------------- CC Component $77,780,036 CC Component Mortgage Loan Senior Mortgage Loan Regular Interest SS Component $75,850,000 SS Component Mortgage Loan Senior Mortgage Loan Regular Interest UH Component $109,538,973 UH Component Mortgage Loan Senior Mortgage Loan Regular Interest The following table sets forth the initial CC Component Mortgage Loan Subordinate Balances and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interests: Corresponding Component Mortgage Initial CC Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest ----------------------------- --------------------------------- $2,015,293 Class CC-A Certificates $4,476,821 Class CC-B Certificates $3,783,229 Class CC-C Certificates $6,305,382 Class CC-D Certificates $4,413,767 Class CC-E Certificates $4,005,508 Class CC-F Certificates The following table sets forth the initial SS Component Mortgage Loan Subordinate Balances and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interests: Corresponding Component Mortgage Initial SS Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest ----------------------------- --------------------------------- $3,254,968 Class SS-A Certificates $2,326,617 Class SS-B Certificates $3,489,925 Class SS-C Certificates $4,653,234 Class SS-D Certificates The following table sets forth the initial UH Component Mortgage Loan Subordinate Balances and the Corresponding Component Mortgage Loan REMIC Subordinate Regular Interests: Corresponding Component Mortgage Initial UH Component Mortgage Loan REMIC Loan Subordinate Balance Subordinate Regular Interest ----------------------------- --------------------------------- $12,076,447 Class UH-A Certificates $8,809,641 Class UH-B Certificates $3,089,785 Class UH-C Certificates $9,495,416 Class UH-D Certificates $5,034,080 Class UH-E Certificates $6,233,649 Class UH-F Certificates $6,351,552 Class UH-G Certificates $5,034,080 Class UH-H Certificates $16,875,350 Class UH-J Certificates REMIC I As provided herein, the Trustee will elect that the portion of the Trust Fund consisting of the Majority Mortgage Loans (exclusive of Excess Interest), the Component Mortgage Loan REMIC Senior Regular Interests and certain other related assets subject to this Agreement shall be treated as a REMIC for federal income tax purposes, and such segregated asset pool will be designated as "REMIC I." The REMIC I Regular Interests listed below under the heading "Corresponding REMIC I Regular Interests" constitute "regular interests" in REMIC I and the Class R-I Certificates will represent constitute the sole Class of "residual interests" in REMIC I created hereunder for purposes of the REMIC Provisions (as defined herein) under federal income tax lawProvisions. The following table irrevocably sets forth the Class or Component designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each corresponding REMIC I Regular Interest shall be (the Maturity Date. None "Corresponding REMIC I Regular Interest"), and the Corresponding Components of the Class X Certificates for each Class of the REMIC II Certificates (the "Corresponding Certificates"). Corresponding Corresponding Corresponding REMIC I Regular Interests will be certificated.REMIC I Components of Class X Certificates Interests(1) Principal Balance Certificates(1) -------------------------------------------------------------------------------- Class A-1 LA-1 $23,000,000 XA-1 Class ▇-▇ ▇▇-▇ $▇▇,▇▇▇,▇▇▇ ▇▇-▇ Class ▇-▇ ▇▇-▇ $▇▇▇,▇▇▇,▇▇▇ ▇▇-▇ Class A-4 LA-4 $110,000,000 XA-4 Class A-5 LA-5 $414,397,485 XA-5 Class A-1A LA-1A $284,159,066 XA-1A Class B LB $28,879,200 XB Class C LC $11,551,680 XC Class D LD $24,547,319 XD Class E LE $11,551,680 XE Class F LF $15,883,560 XF Class G LG $11,551,680 XG Class H LH $15,883,560 XH Class J LJ $4,331,880 XJ Class K LK $5,775,840 XK Class L LL $5,575,840 XL Class M LM $4,331,880 XM Class N LN $2,887,920 XN Class O LO $2,887,920 XO Class P LP $18,771,480 XP

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $236,714,063.77 LT2 Variable(1) $ 10,172.92 LT3 0.00% $ 13,502.21 LT4 Variable(1) $ 13,502.21 ____________

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Supplemental Interest Trust Account, the Swap Account Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE I-1-A Variable(1) $11,054,403.900 I-2-A Variable(1) $10,650,870.900 I-3-A Variable(1) $10,262,151.000 I-4-A Variable(1) $ 9,887,697.900 I-5-A Variable(1) $ 9,526,986.000 I-6-A Variable(1) $ 9,179,506.800 I-7-A Variable(1) $ 8,844,772.500 I-8-A Variable(1) $ 8,522,315.100 I-9-A Variable(1) $ 8,211,681.000 I-10-A Variable(1) $ 7,912,432.800 I-11-A Variable(1) $ 7,624,152.900 I-12-A Variable(1) $ 7,346,436.300 I-13-A Variable(1) $ 7,078,894.200 I-14-A Variable(1) $ 6,821,151.300 I-15-A Variable(1) $ 6,572,847.600 I-16-A Variable(1) $ 6,333,634.800 I-17-A Variable(1) $ 6,103,178.100 I-18-A Variable(1) $ 5,881,156.200 I-19-A Variable(1) $ 5,667,257.700 I-20-A Variable(1) $ 5,461,185.600 I-21-A Variable(1) $ 5,262,648.300 I-22-A Variable(1) $ 5,071,373.100 I-23-A Variable(1) $ 4,887,090.000 I-24-A Variable(1) $ 4,709,543.400 I-25-A Variable(1) $ 4,538,484.000 I-26-A Variable(1) $ 4,373,676.000 I-27-A Variable(1) $ 4,214,888.100 I-28-A Variable(1) $ 4,061,898.900 I-29-A Variable(1) $ 3,914,496.000 I-30-A Variable(1) $ 3,772,474.200 I-31-A Variable(1) $ 3,635,635.500 I-32-A Variable(1) $ 3,503,791.800 I-33-A Variable(1) $ 3,376,756.800 I-34-A Variable(1) $ 3,254,355.000 I-35-A Variable(1) $ 3,136,418.100 I-36-A Variable(1) $ 3,023,512.200 I-37-A Variable(1) $ 2,915,060.400 I-38-A Variable(1) $ 2,809,429.200 I-39-A Variable(1) $ 2,707,648.200 I-40-A Variable(1) $ 2,610,108.900 I-41-A Variable(1) $ 2,515,574.700 I-42-A Variable(1) $ 2,424,483.900 I-43-A Variable(1) $ 2,336,712.300 I-44-A Variable(1) $ 2,252,470.500 I-45-A Variable(1) $ 2,170,953.000 I-46-A Variable(1) $ 2,092,401.900 I-47-A Variable(1) $ 2,016,711.000 I-48-A Variable(1) $ 1,943,775.000 I-49-A Variable(1) $ 1,873,930.500 I-50-A Variable(1) $ 1,807,147.800 I-51-A Variable(1) $ 1,741,787.100 I-52-A Variable(1) $ 1,679,500.800 I-53-A Variable(1) $ 1,621,710.000 I-54-A Variable(1) $ 1,562,972.400 I-55-A Variable(1) $ 1,507,051.800 I-56-A Variable(1) $ 1,483,562.700 I-57-A Variable(1) $ 1,484,834.400 I-58-A Variable(1) $ 1,429,872.300 I-59-A Variable(1) $34,388,433.900 I-1-B Variable(1) $ 1,228,267.100 I-2-B Variable(1) $ 1,183,430.100 I-3-B Variable(1) $ 1,140,239.000 I-4-B Variable(1) $ 1,098,633.100 I-5-B Variable(1) $ 1,058,554.000 I-6-B Variable(1) $ 1,019,945.200 I-7-B Variable(1) $ 982,752.500 I-8-B Variable(1) $ 946,923.900 I-9-B Variable(1) $ 912,409.000 I-10-B Variable(1) $ 879,159.200 I-11-B Variable(1) $ 847,128.100 I-12-B Variable(1) $ 816,270.700 I-13-B Variable(1) $ 786,543.800 I-14-B Variable(1) $ 757,905.700 I-15-B Variable(1) $ 730,316.400 I-16-B Variable(1) $ 703,737.200 I-17-B Variable(1) $ 678,130.900 I-18-B Variable(1) $ 653,461.800 I-19-B Variable(1) $ 629,695.300 I-20-B Variable(1) $ 606,798.400 I-21-B Variable(1) $ 584,738.700 I-22-B Variable(1) $ 563,485.900 I-23-B Variable(1) $ 543,010.000 I-24-B Variable(1) $ 523,282.600 I-25-B Variable(1) $ 504,276.000 I-26-B Variable(1) $ 485,964.000 I-27-B Variable(1) $ 468,320.900 I-28-B Variable(1) $ 451,322.100 I-29-B Variable(1) $ 434,944.000 I-30-B Variable(1) $ 419,163.800 I-31-B Variable(1) $ 403,959.500 I-32-B Variable(1) $ 389,310.200 I-33-B Variable(1) $ 375,195.200 I-34-B Variable(1) $ 361,595.000 I-35-B Variable(1) $ 348,490.900 I-36-B Variable(1) $ 335,945.800 I-37-B Variable(1) $ 323,895.600 I-38-B Variable(1) $ 312,158.800 I-39-B Variable(1) $ 300,849.800 I-40-B Variable(1) $ 290,012.100 I-41-B Variable(1) $ 279,508.300 I-42-B Variable(1) $ 269,387.100 I-43-B Variable(1) $ 259,634.700 I-44-B Variable(1) $ 250,274.500 I-45-B Variable(1) $ 241,217.000 I-46-B Variable(1) $ 232,489.100 I-47-B Variable(1) $ 224,079.000 I-48-B Variable(1) $ 215,975.000 I-49-B Variable(1) $ 208,214.500 I-50-B Variable(1) $ 200,794.200 I-51-B Variable(1) $ 193,531.900 I-52-B Variable(1) $ 186,611.200 I-53-B Variable(1) $ 180,190.000 I-54-B Variable(1) $ 173,663.600 I-55-B Variable(1) $ 167,450.200 I-56-B Variable(1) $ 164,840.300 I-57-B Variable(1) $ 164,981.600 I-58-B Variable(1) $ 158,874.700 I-59-B Variable(1) $ 3,820,937.100 A-I Variable(1) $14,504,297.230 _______________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage assetMortgage Pass-backed pass-through certificates Through Certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assetsTrust Fund. REMIC I As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets consisting described in the definition of the Mortgage Loans REMIC I (as defined herein), and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will represent be the sole Class class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law). A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A Certificates, Class II-A Certificates, Class III-A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and , the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely Balance, and for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) , the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interest shall be the Maturity DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated.. INITIAL UNCERTIFICATED UNCERTIFICATED LATEST REMIC I PRINCIPAL POSSIBLE DESIGNATION PASS-THROUGH RATE BALANCE MATURITY(1) Uncertificated REMIC I Regular Variable(2) $ 474.18 November 25, 2035 Interest I-A Uncertificated REMIC I Regular Variable (2) $ 10,062.42 November 25, 2035 Interest I-B Uncertificated REMIC I Regular Variable(2) $ 742.10 November 25, 2035 Interest II-A Uncertificated REMIC I Regular Variable(2) $ 15,747.70 November 25, 2035 Interest II-B Uncertificated REMIC I Regular Variable(2) $ 382.58 November 25, 2035 Interest III-A Uncertificated REMIC I Regular Variable(2) $ 8,118.48 November 25, 2035 Interest III-B Uncertificated REMIC I Regular Variable(2) $350,238,802.54November 25, 2035 Interest ZZZ Uncertificated REMIC I Regular Variable(2) $ 50 November 25, 2035 Interest R-II

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classesmultiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (Loans. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein) herein shall have the meanings set forth in the Standard Terms. The Pooling and certain other related assetsServicing Agreement shall be dated as of the date of this Series Supplement. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement (but excluding the Basis Risk Shortfall Reserve Fund) as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class R-I Certificates will not bear interest or have a Certificate Principal Balance. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE LT1 Variable(1) $630,025,367.57 LT2 Variable(1) $31,254,000.00 LT3 0.00% $31,758.01 LT4 Variable(1) $31,758.01