Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC III. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on H Certificates representing the Closing Dateright to receive Excess Interest), the Company will acquire EC Trust REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the EC Trust Certificates as consideration for its transfer of the EC Trust REMIC III Regular Interests to the Trust; and (v) the portion of the Class R-2 H Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the EC Trust REMIC III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the EC Trust Certificates, representing in the aggregate the entire beneficial ownership of the EC Trust and (E) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class H Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EC Trust REMIC III Regular Interests, the Holders of the EC Trust Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the EC Trust Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated January 3, 2013, as further supplemented by the free writing prospectus dated January 8, 2013 and the free writing prospectus dated January 9, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 3, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on H Certificates representing the Closing Dateright to receive Excess Interest), the Company will acquire E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the portion of the Class R-2 H Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated October 2, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated October 2, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), SunTrust Ba▇▇, ▇▇ ▇▇▇▇▇▇ ("SunTrust"), Natixis Real Estate Capital Inc. (formerly IXIS Real Estate Capital Inc.), as seller ("Natixis"), and NCB, FSB, as seller ("NCB, FSB"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the EI Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Excess Interest to the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants III and agreements made by (D) the Company and Class EI Certificates representing in the Trustee herein with respect to aggregate the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit entire beneficial ownership of the Holders from time to time of the REMIC I Regular Interests and the Class R-1EI Grantor Trust.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and CWCapital Mortgage Securities II LLC, as seller ("CWCapital II"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Majority Mortgage Loans and certain (other assets and will be than the owner of the REMIC I Regular Interests right to receive Excess Interest) (and the Class R-1 Certificates. Thereafter on related Majority Mortgage Loan documents) and the Closing Date, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest (and the Company will acquire related ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan documents); (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class S Certificates as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests right to receive any Excess Interest (such right, and will be any amounts on deposit from time to time in the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing DateExcess Interest Sub-account (as hereinafter defined), the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates"Excess Interest Grantor Trust"). The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to REMIC III Certificates representing in the Trustee aggregate the entire beneficial ownership of the REMIC II Regular Interests and III and, (viD) the issuance to the Company of the Class S Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIin the Excess Interest Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest, the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the Residual Certificates and the Class S Certificates. The Class R-EA Certificates represent ownership of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Residual Interest. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior, Class A-J, Class X-2 Class B, Class C, Class D and Class E Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated February 7, 2005 as supplemented by the preliminary prospectus supplement dated March 10, 2005 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated March 21, 2005 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates will be offered for sale pursuant to a Private Placement Memorandum dated March 21, 2005. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest and the Class R-EA Certificates comprising the interests in the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC, each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II, each Class of REMIC III Certificates comprising the interests in REMIC III and the Class S Certificates representing pro rata undivided beneficial interests in the Excess Interest Grantor Trust (each of REMIC I, REMIC II, REMIC III and the Excess Interest Grantor Trust being created hereunder): ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ PARI PASSU LOAN REMIC The ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest relates to the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan. The ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest has been issued pursuant to the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Declaration dated March 1, 2005, has a pass-through rate equal to the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Net Mortgage Rate (it being understood that the Master Servicing Fee and the Trustee Fee shall have been paid to the party entitled thereto by the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC), an initial Certificate Balance equal to the Scheduled Principal Balance as of the Cut-Off Date of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan, and a "latest possible maturity date" of April 1, 2014. The ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest will be held as an asset of REMIC I. The ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Residual Interest is represented by the Class R-EA Certificate, has been designated as the sole Class of residual interests in the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC and has no Certificate Balance and no Pass-Through Rate, but is entitled to receive the proceeds of any assets remaining in the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC after the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest has been paid in full. REMIC I As provided herein, with respect to the Trust, the Trustee will make an election for the segregated pool of assets described in the first paragraph of Section 12.1(a) hereof (including the Majority Mortgage Loans and the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest) to be treated for federal income tax purposes as a real estate mortgage investment conduit ("REMIC I"). The REMIC I Regular Interests will be designated as the "regular interests" in REMIC I. Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial Certificate Balance equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates; provided that in the case of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan, the Corresponding REMIC I Regular Interest has a pass-through rate equal to the REMIC I Net Mortgage Rate of the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC Regular Interest, an initial Certificate Balance equal to the initial Certificate Balance of the 111 Eighth Avenue Pari Passu Loan REMIC Regular Interest, and a "latest possible maturity date" of April 1, 2014. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on H Certificates representing the Closing Dateright to receive Excess Interest), the Company will acquire E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the portion of the Class R-2 H Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated November 18, 2013, as further supplemented by the free writing prospectus dated November 25, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 R Certificates) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate and Class Y Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated January 21, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 18, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class Y-1 Regular Variable (2) $ 254,187.73 January 2045 Class Y-2 Regular Variable (3) 1,379,508.25 January 2045 Class Z-1 Regular Variable (2) 508,121,273.36 January 2045 Class Z-2 Regular Variable (3) 2,757,650,702.48 January 2045 Class R-1† Residual 3.775% 100.00 January 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on H Certificates representing the Closing Dateright to receive Excess Interest) and, to the extent they represent the REMIC III Residual Interest, the Company will acquire Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the portion of the Class R-2 H Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, and (vC) the conveyance REMIC III Regular Certificates and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC IIIIII and, in the case of the Class H Certificates, the Class H Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class H Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, and the Holders of the REMIC III Regular Certificates and the Class R-1R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates and the Class A-S Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to: (i) the Depositor’s prospectus dated March 2, 2012 (the “Preliminary Base Prospectus”), as supplemented by a free writing prospectus dated March 5, 2012, as further supplemented by each free writing prospectus dated March 7, 2012 and March 8, 2012 (together, the “Free Writing Prospectus”, and together with the Preliminary Base Prospectus, the “Preliminary Prospectus”); and (ii) the Depositor’s prospectus dated March 9, 2012 (the “Final Base Prospectus”, and together with the Preliminary Base Prospectus, the “Prospectus”) as supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Final Base Prospectus, the “Final Prospectus”). The Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated March 5, 2012 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and Certificates (other than the Class R Certificates), the Class R-2 Certificates Residual Interest and the Variable Servicing Interest from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and Certificates, the Class R-2 Certificates. Thereafter on Residual Interest and the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesVariable Servicing Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of REMIC I, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, Interests and (iv) the conveyance to the Company of the REMIC II Regular Interests Class R-2 Residual Interest and the Variable Servicing Interest and the issuance to the Company of the Certificates, such Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC IIResidual Interest, (v) the conveyance to the Trustee of the REMIC II Regular Interests Variable Servicing Interest and (vi) the issuance to the Company of the Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interest) representing in the aggregate the entire beneficial interest of REMIC IIIII. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on J Certificates representing the Closing Dateright to receive Excess Interest), the Company will acquire E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the E▇ ▇▇▇▇▇ III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class R-2 J Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates, as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on J Certificates representing the Closing Dateright to receive Excess Interest, if applicable), the Company will acquire E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the portion of the Class R-2 J Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Datesuch right, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatesif applicable. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II III Regular Interests and (vi) the issuance to the Company of the Certificates (other than the portion of the Class R-1 and J Certificates representing the right to receive Excess Interest, if applicable), the E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, and (H) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets, if any. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated July 29, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated July 29, 2013 and as further supplemented by the two free writing prospectuses each dated July 30, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated July 29, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on J Certificates representing the Closing Dateright to receive Excess Interest), the Company will acquire EC Trust REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the EC Trust Certificates as consideration for its transfer of the applicable EC Trust REMIC III Regular Interests to the Trust; and (v) the portion of the Class R-2 J Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the EC Trust REMIC III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the EC Trust Certificates, representing in the aggregate the entire beneficial ownership of the EC Trust and (E) in the case of the Class J Certificates, the Class J Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class J Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EC Trust REMIC III Regular Interests, the Holders of the EC Trust Certificates and the Holders of the Class R-1R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates and the EC Trust Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated September 4, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated September 27, 2012, as further supplemented by the free writing prospectus dated October 2, 2012 (together, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated September 27, 2012 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 PPP, Class A-3 and Class A-5 Certificates and the Class R-1 Residual Interest), the Class A-3-M and Class A-5-M Regular Interests and the Class R-2 Certificates) Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II I Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the CertificatesClosing Date, the Company will acquire the Class A-3 and Class A-5 Certificates as consideration for its transfer to the Trust of the Class A-3-M and Class A-5-M Regular Interests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest, representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 A-3, Class A-5 and Class R-2 PPP Certificates) and the Class A-3-M and Class A-5-M Regular Interests, representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of REMIC IIIthe Class A-3-M and Class A-5-M Regular Interests and (vi) the issuance to the Company of the Class A-3 and Class A-5 Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated December 22, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 28, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests and the REMIC II Regular Interests the Class R-1R Residual Interests: Class A-1-L Regular 5.750% $ 25,288,000.00 January 2036 Class A-2-L Regular 5.750% 123,295,000.00 January 2036 Class A-3-L Regular 5.750% 53,263,000.00 January 2036 Class A-5-L Regular 5.750% 30,000,000.00 January 2036 Class A-7-L Regular 5.750% 72,000,000.00 January 2036 Class A-8-L Regular 5.750%(2) 15,000,700.00 January 2036 Class A-9-L Regular 5.750% 7,330,000.00 January 2036 Class X-L Regular 5.750%(3) ----- January 2036 Class P-L Regular (4) 1,752,850.00 January 2036 Class B-1-L Regular 5.750% 13,678,000.00 January 2036 Class B-2-L Regular 5.750% 3,157,000.00 January 2036 Class B-3-L Regular 5.750% 1,754,000.00 January 2036 Class B-4-L Regular 5.750% 1,929,000.00 January 2036 Class B-5-L Regular 5.750% 1,228,000.00 January 2036 Class B-6-L Regular 5.750% 1,051,243.22 January 2036 Class R-1† Residual 5.750% 100.00 January 2036 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and Certificates (other than the Class R-2 Certificates R-1 Certificates) from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the Mortgage Loans, Loans and the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I and (ii) the conveyance to the Company Trustee of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIII. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated August 23, 2005, and a Prospectus Supplement, dated August 24, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I are Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Class Designation for the benefit each Class of the Holders from time to time of the REMIC I Regular Interests and the Class R-1R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular 5.500% $227,873.10 September 2035 Class C-Y-2 Regular 6.500% 19,866.82 August 2035 Class C-Y-3 Regular 7.000% 15,523.30 August 2035 Class C-Z-1 Regular 5.500% 455,518,329.68 September 2035 Class C-Z-2 Regular 6.500% 39,880,058.51 August 2035 Class C-Z-3 Regular 7.000% 31,160,995.44 August 2035 Class C-X-M Regular 5.500%(2) ----- September 2035 Class C-P-M Regular (3) 1,897,569.96 September 2035 Class R-1† Residual 5.500% 100.00 September 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the owner Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), CDC Mortgag▇ ▇▇▇▇t▇▇ ▇▇▇., as seller ("CDCMC"), Union Central Mortgage Funding, Inc., as seller ("UCMFI"), Principal Commercial Funding, LLC, as seller ("Principal"), Washington Mutual Bank, FA, as seller ("WaMu"), and John Hancock Real Estate Finance, Inc., as seller ("JHREF"), and will ▇▇ t▇▇ ▇▇▇▇r of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the EI Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Excess Interest to the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants III and agreements made by (D) the Company and Class EI Certificates representing in the Trustee herein with respect to aggregate the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit entire beneficial ownership of the Holders from time to time of the REMIC I Regular Interests and the Class R-1EI Grantor Trust.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and CWCapital LLC, as seller ("CWCapital"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Majority Mortgage Loans and certain (other assets and will be than the owner of the REMIC I Regular Interests right to receive Excess Interest) and the Class R-1 Certificates. Thereafter on Mall at Millenia Pari Passu Loan REMIC Regular Interest (and the Closing Date, the Company will acquire related Mall at Millenia Pari Passu Loan documents); (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class S Certificates as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests right to receive any Excess Interest (such right, and will be any amounts on deposit from time to time in the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing DateExcess Interest Sub-account (as hereinafter defined), the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates"Excess Interest Grantor Trust"). The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to REMIC III Certificates representing in the Trustee aggregate the entire beneficial ownership of the REMIC II Regular Interests and III and, (viD) the issuance to the Company of the Class S Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIin the Excess Interest Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the Mall at Millenia Pari Passu Loan REMIC Regular Interest, the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the Residual Certificates and the Class S Certificates. The Class R-MM Certificates represent ownership of the Mall at Millenia Pari Passu Loan REMIC Residual Interest. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A, Class B, Class C, Class D and Class E Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated August 2, 2004, as supplemented by the preliminary prospectus supplement dated September 24, 2004 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated October 6, 2004 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates will be offered for sale pursuant to a Private Placement Memorandum dated October 6, 2004. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for the Mall at Millenia Pari Passu Loan REMIC Regular Interest and the Class R-MM Certificates comprising the interests in the Mall at Millenia Pari Passu Loan REMIC, each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II, each Class of REMIC III Certificates comprising the interests in REMIC III and the Class S Certificates representing pro rata undivided beneficial interests in the Excess Interest Grantor Trust (each of REMIC I, REMIC II, REMIC III and the Excess Interest Grantor Trust being created hereunder): MALL AT MILLENIA PARI PASSU LOAN REMIC The Mall at Millenia Pari Passu Loan REMIC Regular Interest relates to the Mall at Millenia Pari Passu Loan. The Mall at Millenia Pari Passu Loan REMIC Regular Interest has a pass-through rate equal to the Mall at Millenia Pari Passu Loan REMIC Net Mortgage Rate (it being understood that the Master Servicing Fee and the Trustee Fee shall have been paid to the party entitled thereto by the Mall at Millenia Pari Passu Loan REMIC), an initial Certificate Balance equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mall at Millenia Pari Passu Loan, and a "latest possible maturity date" of April 9, 2013. The Mall at Millenia Pari Passu Loan REMIC Regular Interest will be held as an asset of REMIC I. The Mall at Millenia Pari Passu Loan REMIC Residual Interest is represented by the Class R-MM Certificate, has been designated as the sole Class of residual interests in the Mall at Millenia Pari Passu Loan REMIC and has no Certificate Balance and no Pass-Through Rate, but is entitled to receive the proceeds of any assets remaining in the Mall at Millenia Pari Passu Loan REMIC after the Mall at Millenia Pari Passu Loan REMIC Regular Interest has been paid in full. REMIC I As provided herein, with respect to the Trust, the Paying Agent on behalf of the Trustee will make an election for the segregated pool of assets described in the first paragraph of Section 12.1(a) hereof (including the Majority Mortgage Loans and the Mall at Millenia Pari Passu Loan REMIC Regular Interest) to be treated for federal income tax purposes as a real estate mortgage investment conduit ("REMIC I"). The REMIC I Regular Interests will be designated as the "regular interests" in REMIC I. Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial Certificate Balance equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates; provided that in the case of the Mall at Millenia Pari Passu Loan, the Corresponding REMIC I Regular Interest has a pass-through rate equal to the REMIC I Net Mortgage Rate of the Mall at Millenia Pari Passu Loan REMIC Regular Interest, an initial Certificate Balance equal to the initial Certificate Balance of the Mall at Millenia Pari Passu Loan REMIC Regular Interest, and a "latest possible maturity date" of April 9, 2013. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Bank of America, National Association, as seller (“BANA”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates, the EC Trust REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 R Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests to the Trust; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the EC Trust Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to of the EC Trust REMIC III of the REMIC II Regular Interests and will be to the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance REMIC III Regular Certificates, the EC Trust REMIC III Regular Interests and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III, and (D) the EC Trust Certificates, representing in the aggregate the entire beneficial ownership of the EC Trust. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EC Trust REMIC III Regular Interests, the Holders of the EC Trust Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the EC Trust Certificates and the Class R-1X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated January 29, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated January 31, 2013 and as further supplemented by the free writing prospectus dated February 1, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 29, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated November 18, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 22, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R-1R Residual Interests: Class LT1 Regular Variable (2) $2,568,001,577.50 November 2045 Class LT2 Regular Variable (2) 126,629.32 November 2045 Class LT3 Regular Variable (3) 130,209.54 November 2045 Class LT4 Regular Variable (4) 130,209.54 November 2045 Class R-1† Residual 5.180% 100.00 November 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), Prudential Mortgage Capital Funding LLC, as seller ("PMCF"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo") and SunTrust Bank, as seller ("SunTrust"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class T Certificates as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests right to receive any Excess Interest (such right, and will be any amounts on deposit from time to time in the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing DateExcess Interest Sub-account (as hereinafter defined), the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates"Excess Interest Grantor Trust"). The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to REMIC III Certificates representing in the Trustee aggregate the entire beneficial ownership of the REMIC II Regular Interests and III and, (viD) the issuance to the Company of the Class T Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIin the Excess Interest Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the Residual Certificates and the Class T Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior, Class A-J, Class X-2 Class B, Class C, Class D, Class E and Class F Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated June 7, 2005 as supplemented by the preliminary prospectus supplement dated July 20, 2005 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated July 29, 2005 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class T Certificates will be offered for sale pursuant to a Private Placement Memorandum dated July 29, 2005. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II, each Class of REMIC III Certificates comprising the interests in REMIC III and the Class T Certificates representing pro rata undivided beneficial interests in the Excess Interest Grantor Trust (each of REMIC I, REMIC II, REMIC III and the Excess Interest Grantor Trust being created hereunder):

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire acquire: (i) the REMIC I Regular Interests and and, to the Class R-1 Certificates from extent they represent the REMIC I Trust Fund Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and certain the other assets and will be property constituting REMIC I; (ii) the owner REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests and to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class R-1 Certificates. Thereafter on H Certificates representing the Closing Dateright to receive Excess Interest) and, to the extent they represent the REMIC III Residual Interest, the Company will acquire Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the portion of the Class R-2 H Certificates from REMIC II representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificatessuch right. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance and, to the Company of extent they represent the REMIC I Residual Interest, the Class R-1 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance and, to the Company of extent they represent the REMIC II Residual Interest, the Class R-2 Certificates R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, and (vC) the conveyance REMIC III Regular Certificates and, to the Trustee of extent they represent the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than III Residual Interest, the Class R-1 and Class R-2 R Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC IIIIII and, in the case of the Class H Certificates, the Class H Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class H Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Company and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests Interests, the holders of the REMIC II Regular Interests, and the Holders of the REMIC III Regular Certificates and the Class R-1R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (collectively, the “Registered Certificates”) will be offered for sale pursuant to the prospectus (the “Prospectus”) dated September 2, 2011, as supplemented by a free writing prospectus dated September 2, 2011, as further supplemented by the free writing prospectuses dated September 12, 2011 (together, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”), and the Class X, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated September 2, 2011 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and Certificates (other than the Class R-2 Certificates R-1 Certificates) from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the Mortgage Loans, Loans and the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I and (ii) the conveyance to the Company Trustee of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIII. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), Principal Com▇▇▇▇▇▇l ▇▇▇▇▇▇g, LLC, as seller ("Principal"), Bear Stearns Commercial Mortgage, Inc., as seller ("BSCMI") and Wells Fargo ▇▇▇▇, ▇ational Association, as seller ("Wells Fargo") and w▇▇▇ ▇e the owner of the Mortgage Loans and the other property ▇▇▇▇erty being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates (other than the portion of the Class P Certificates representing the right to receive Excess Interest), and the Class A-4FL Regular Interest as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the portion of the Class P Certificates representing the right to receive Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests such right; and will be the owner of the REMIC II Regular Interests and (v) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the A-4FL Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Class A-4FL Regular Interests Interest and will be the owner of Swap Contract to the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests III Certificates and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) A-4FL Regular Interest representing in the aggregate the entire beneficial interest ownership of REMIC IIIIII and, in the case of the Class P Certificates, the Class P Grantor Trust and (D) the Class A-4FL Certificates representing in the aggregate the entire beneficial ownership of the Class A-4FL Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class P Grantor Trust for the benefit of the Class P Certificates. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Interests, the REMIC II Regular Interests, the Residual Certificates, the REMIC Regular Certificates (including the Class P Certificates to the extent of their interest in any Excess Interest), the Class A-4FL Regular Interest and the Swap Counterparty. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior, Class A-J, Class B, Class C and Class D Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated March 2, 2005, as supplemented by the preliminary prospectus supplement dated April 7, 2005 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated April 19, 2005 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class R-1X, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates will be offered for sale pursuant to a Private Placement Memorandum dated April 19, 2005. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class designation, the corresponding REMIC II Regular Interest (the "Corresponding REMIC II Regular Interest") and the initial Certificate Balance for each Class of Principal Balance Certificates (the "Corresponding Certificates"). Initial REMIC II Corresponding Initial Class Corresponding REMIC Regular Interest Certificates Certificate Balance II Regular Interests Certificate Balance ------------ ------------------- -------------------- ------------------- Class A-1 $69,500,000 A-1 $69,500,000 Class A-2 $121,900,000 A-2 $121,900,000 Class A-3 $41,600,000 A-3 $41,600,000 Class A-AB $105,700,000 A-AB $105,700,000 Class A-4 $517,238,000 A-4 $517,238,000 Class A-4FL $75,000,000 A-4FL(1) $75,000,000 Class A-J $74,307,000 A-J $74,307,000 Class B $29,443,000 B $29,443,000 Class C $8,412,000 C $8,412,000 Class D $12,618,000 D $12,618,000 Class E $11,216,000 E $11,216,000 Class F $9,814,000 F $9,814,000 Class G $9,814,000 G $9,814,000 Class H $8,412,000 H $8,412,000 Class J $4,206,000 J $4,206,000 Class K $4,206,000 K $4,206,000 Class L $4,206,000 L $4,206,000 Class M $1,402,000 M $1,402,000 Class N $1,403,000 N $1,403,000 Class O $2,804,000 O $2,804,000 Class P $8,412,137 P $8,412,137

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated February 21, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated February 23, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R-1R Residual Interests: Class LT1 Regular Variable (2) $1,019,426,537.40 February 2046 Class LT2 Regular Variable (2) 47,782.68 February 2046 Class LT3 Regular Variable (3) 54,175.59 February 2046 Class LT4 Regular Variable (4) 54,175.59 February 2046 Class R-1† Residual 4.968% 100.00 February 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I and REMIC II Regular Interests, the Class R-1 and Class R-2 Residual Interests and will be the owner of the REMIC I and REMIC II Regular Interests and Interests, the Class R-1 Certificatesand Class R-2 Residual Interests. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II III Regular Interests and the Class R-2 Certificates R-3 Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II III Regular Interests and the Class R-2 CertificatesR-3 Residual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than REMIC IV Regular Interests and the Class R-1 and Class R-2 Certificates) R-4 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II and REMIC III Regular Interests and will be the owner of the REMIC IV Regular Interests and the Class R-4 Residual Interest. Thereafter, on the Closing Date, the Company (i) will acquire the Class CA-1B, Class 4A-1B, Class DX-PPP and Group L-B Certificates from the Trust as consideration for its transfer to the Trust of the Class CA-1B-L, Class 4A-1B-L, Class DX-PPP-L and Group L-B-L Regular Interests and (ii) will acquire the Class 5A-1B, Class 5X-PPP and Group 5-▇-▇ Certificates from the Trust as consideration for its transfer to the Trust of the Class 5A-1B-L, Class 5X-PPP-L and Group 5-B-L-L Regular Interests, and will be the owner of those Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I and REMIC II Regular Interests and the issuance to the Company of the Class R-1 Certificates and Class R-2 Residual Interests representing in the aggregate the entire beneficial ownership of interest in REMIC II and REMIC II, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II III Regular Interests and the issuance to the Company of the Class R-2 Certificates R-3 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC IIIII, (v) the conveyance to the Trustee Trust of the REMIC II and REMIC III Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC IV Regular Interests and the Class R-1 and Class R-2 Certificates) R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV, (vii) the conveyance to the Trust of REMIC IIIthe Class CA-1B-L, Class 4A-1B-L, Class DX-PPP-L and Group L-B-L Regular Interests, (viii) the issuance to the Company of the Class CA-1B, Class 4A-1B, Class DX-PPP and Group L-B Certificates, (ix) the conveyance to the Trust of the Class 5A-1B-L, Class 5X-PPP-L and Group 5-B-L-L Regular Interests and (x) the issuance to the Company of the Class 5A-1B, Class 5X-PPP and Group 5-▇-▇ Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated June 26, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated June 28, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R-1R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class Y-1 Regular Variable (2) $ 51,776.71 June 2046 Class Y-2 Regular Variable (3) 40,143.45 June 2046 Class Y-3 Regular Variable (4) 142,108.50 July 2046 Class Y-4 Regular Variable (5) 303,116.64 June 2046 Class Z-1 Regular Variable (2) 103,503,566.47 June 2046 Class Z-2 Regular Variable (3) 80,246,752.28 June 2046 Class Z-3 Regular Variable (4) 284,074,899.04 July 2046 Class Z-4 Regular Variable (5) 605,941,435.28 June 2046 Class R-1† Residual 4.742% 100.00 July 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-4 Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the PNC Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the PNC Mortgage Loans and certain other assets and the deposit into the Certificate Account of the Clipper Mortgage Loan Purchase Amount and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and Certificates (other than the Class R-2 Certificates R-1 Certificates) from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the PNC Mortgage Loans, (ii) Loans and the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (ii) the conveyance to the Trustee of the Clipper Mortgage Loans pursuant to the Clipper Loan Sale Agreement and (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIII. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates and the Class R-1 and Class R-2 Certificates) Residual Interests), the Class 2-A-3-M, Class 4-A-2-M and Class 5-A-6-M Regular Interests and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the CertificatesClosing Date, the Company will acquire the Class 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates as consideration for its transfer to the Trust of the Class 2-A-3-M, Class 4-A-2-M and Class 5-A-6-M Regular Interests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than the Class R-1 2-A-3, Class 4-A-2, Class 5-A-6 and Class R-2 PPP Certificates) and the Class 2-A-3-M, Class 4-A-2-M and Class 5-A-6-M Regular Interests, representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the Class 2-A-3-M, Class 4-A-2-M and Class 5-A-6-M Regular Interests and (viii) the issuance to the Company of the Class 2-A-3, Class 4-A-2 and Class 5-A-6 Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated August 23, 2005, and a Prospectus Supplement, dated October 25, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated October 27, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Class R-1C-Y-1 Regular 6.000% $ 36,726.69 November 2035 Class C-Y-2 Regular 5.500% 229,510.54 November 2035 Class C-Z-1 Regular 6.000% 73,597,656.99 November 2035 Class C-Z-2 Regular 5.500% 458,791,579.28 November 2035 Class C-X-M Regular 5.500%(2) ----- November 2035 Class C-P-M Regular (3) 1,128,110.49 November 2035 Class R-1† Residual 5.500% 100.00 November 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated February 20, 2004, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated February 24, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 5.500% $ 163,082.40 March 2034 Class C-Y-2 Regular 8.000% 23,391.22 March 2034 Class C-Z-1 Regular 5.500% 326,001,709.23 March 2034 Class C-Z-2 Regular 8.000% 46,759,044.50 March 2034 Class P-M Regular (2) 2,438,018.62 March 2034 Class R-1+ Residual 5.500% 100.00 March 2034 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Subgroup 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated September 25, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated September 27, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $ 533,479.16 October 2046 Class Y-2 Regular Variable (3) 210,213.61 October 2046 Class Z-1 Regular Variable (2) 1,066,429,868.40 October 2046 Class Z-2 Regular Variable (3) 420,217,014.91 October 2046 Class R-1† Residual 0.821% 100.00 October 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 R Certificates) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the iii)the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated July 13, 2005, and a Prospectus Supplement, dated July 13, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated July 15, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class Y-1 Regular Variable (2) $ 332,583.15 July 2045 Class Y-2 Regular Variable (3) 1,182,213.35 July 2045 Class Z-1 Regular Variable (2) 664,833,723.31 July 2045 Class Z-2 Regular Variable (3) 2,363,250,798.10 July 2045 Class R-1† Residual 4.648% 100.00 July 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated December 21, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 23, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $2,489,634,637.50 December 2045 Class LT2 Regular Variable (2) 122,569.60 December 2045 Class LT3 Regular Variable (3) 126,431.40 December 2045 Class LT4 Regular Variable (4) 126,431.40 December 2045 Class R-1† Residual 5.218% 100.00 December 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated July 23, 2002, and a Prospectus Supplement, dated July 29, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated July 31, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate(1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class Y-1 Regular Variable(2) $ 94,899.46 July 2032 Class Y-2 Regular Variable(3) 16,667.26 July 2032 Class Y-3 Regular Variable(4) 116,025.54 August 2032 Class Y-4 Regular Variable(5) 31,449.62 August 2032 Class Z-1 Regular Variable(2) 189,708,264.22 July 2032 Class Z-2 Regular Variable(3) 33,317,859.14 July 2032 Class Z-3 Regular Variable(4) 231,940,241.44 August 2032 Class Z-4 Regular Variable(5) 62,867,799.50 August 2032 Class R-1+ Residual 6.000% 100.00 August 2032 ---------- * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated February 26, 2003, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated February 28, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.750% $ 272,467.61 March 2033 Class C-Y-2 Regular 5.000% 103,489.94 March 2018 Class C-Z-1 Regular 5.750% 544,662,758.78 March 2033 Class C-Z-2 Regular 5.000% 207,192,544.34 March 2018 Class I-X-M Regular 5.750%(2) -- March 2033 Class II-X-M Regular 5.000%(2) -- March 2018 Class I-P-M Regular (3) 1,101,174.80 March 2033 Class II-P-M Regular (3) 96,394.50 March 2018 Class R-1+ Residual 5.750% 100.00 March 2033 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF"), and The Northwestern Mutual Life Insurance Company, as seller ("Northwestern Mutual"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, Residual Certificates and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class B, Class C and Class D Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated September 7, 2000, as supplemented by the preliminary prospectus supplement dated October 12, 2000 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated October 12, 2000 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R-I, Class R-II and Class R-III Certificates will be offered for sale pursuant to a Private Placement Memorandum dated October 19, 2000. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate Initial Certificate REMIC III Regular Pass-Through Principal or Final Scheduled Interest Designation Rate(a) Notional Amount Distribution Date(b) -------------------- ------- --------------- -------------------- Class A-1 6.96% $159,079,000.00 7/15/08 Class A-2 7.20% $479,987,000.00 9/15/10 Class X 1.05% $765,349,378.82 5/15/14 Class B 7.35% $ 22,961,000.00 9/15/10 Class C 7.50% $ 24,874,000.00 9/15/10 Class D 7.62% $ 6,888,000.00 9/15/10 Class E 7.94% $ 18,751,000.00 9/15/10 Class F 8.23% $ 7,653,000.00 10/15/10 Class G 8.23% $ 3,062,000.00 10/15/10 Class H 6.96% $ 9,567,000.00 3/15/12 Class J 6.96% $ 9,184,000.00 3/15/14 Class K 6.96% $ 3,061,000.00 3/15/14 Class L 6.96% $ 4,018,000.00 10/15/14 Class M 6.96% $ 6,697,000.00 10/15/14 Class N 6.96% $ 2,870,000.00 10/15/14 Class O 6.96% $ 957,000.00 10/15/14 Class P 6.96% $ 5,740,378.82 10/15/14 Class R-III(c) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 13, 2007, and a Prospectus Supplement, dated February 22, 2007, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated February 26, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $ 157,909.34 December 2048 Class Y-2 Regular Variable (3) 315,660,778.28 December 2048 Class Z-1 Regular Variable (2) 260,381.61 December 2048 Class Z-2 Regular Variable (3) 520,512,933.15 December 2048 Class R-1† Residual 6.382% 100.00 December 2048 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear, ▇▇▇▇▇▇▇ Funding, Inc., as seller ("BSF") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSDWMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Loans; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates and will be the owner Class A-2 Regular Interest as consideration for its transfer of the REMIC II Regular Interests to the Trust and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the A-2 Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Class A-2 Regular Interests Interest and will be the owner of Swap Contract to the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests III Certificates and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) A-2 Regular Interest representing in the aggregate the entire beneficial interest ownership of REMIC IIIIII and, in the case of the Class N Certificates, the Class N Grantor Trust, and (D) the Class A-2 Certificates representing in the aggregate the entire beneficial ownership of the Class A-2 Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Certificates, the Class A-2 Regular Interest, the Residual Certificates and the Swap Counterparty. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A, Class B and Class C Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated April 25, 2001, as supplemented by the preliminary prospectus supplement dated October 24, 2001 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated October 31, 2001 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class R-I, Class R-II and Class R-III Certificates will be offered for sale pursuant to a Private Placement Memorandum dated October 31, 2001. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate REMIC III Certificate Regular Initial Principal Final Scheduled Interest Pass-Through Balance or Distribution Designation Rate(a) Notional Amount Date(b) ----------- ------- --------------- ------- Class A-1 5.06% $389,161,000 December 15, 2010 Class A-2(c) 2.64% $60,000,000 March 15, 2011 Class A-3 5.61% $320,234,000 August 15, 2011 Class X-1 1.08% $902,516,290 July 15, 2021 Class X-2 1.61% $420,779,000 November 15, 2008 Class B 5.80% $24,819,000 August 15, 2011 Class C 6.05% $24,819,000 September 15, 2011 Class D 6.17% $9,025,000 September 15, 2011 Class E 6.47% $20,307,000 September 15, 2011 Class F 6.91% $9,025,000 September 15, 2011 Class G 6.00% $9,025,000 September 15, 2011 Class H 6.00% $9,025,000 November 15, 2011 Class J 6.00% $6,769,000 November 15, 2012 Class K 6.00% $4,513,000 March 15, 2014 Class L 6.00% $4,512,000 May 15, 2015 Class M 6.00% $2,257,000 December 15, 2015 Class N(d) 6.00% $9,025,290 July 15, 2021 Class R-III(e) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated July 25, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated July 27, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Class Y-1 Regular Variable (2) $ 143,377.59 July 2046 Class Y-2 Regular Variable (3) 294,163.71 August 2046 Class Z-1 Regular Variable (2) 286,611,812.29 July 2046 Class Z-2 Regular Variable (3) 588,050,100.88 August 2046 Class R-1† Residual 4.092% 100.00 August 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated May 24, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated May 29, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 6.500% $ 277,410.95 June 2032 Class C-Y-2 Regular 6.000% 50,078.57 June 2017 Class C-Z-1 Regular 6.500% 556,906,114.99 June 2032 Class C-Z-2 Regular 6.000% 100,107,053.78 June 2017 Class A-X-M Regular 6.500% (2) -- June 2032 Class II-X-M Regular 6.000% (2) -- June 2017 Class A-P-M Regular (3) 953,157.58 June 2032 Class II-P-M Regular (3) 598,353.01 June 2017 Class R-1+ Residual 6.000% 50.00 June 2032 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), IXIS Real E▇▇▇▇▇ C▇▇▇▇▇▇, Inc., as seller ("IXIS"), Principal Commercial Funding, LLC, as seller ("Principal"), Massachusetts Mutual Life Insurance Company, as seller ("MM"), NCB, FSB, as seller ("NCB, FSB"), Washington Mutual Bank, FA, as seller ("WaMu"), Union Central Mortgage Funding, Inc., as seller ("UCMFI"), and Teachers Insurance and Annuity Association of America ("TIAA"), as seller, and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the EI Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Excess Interest to the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants III and agreements made by (D) the Company and Class EI Certificates representing in the Trustee herein with respect to aggregate the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit entire beneficial ownership of the Holders from time to time of the REMIC I Regular Interests and the Class R-1EI Grantor Trust.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) from REMIC III as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the CertificatesInterests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest, representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated September 26, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated September 28, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R-1R Residual Interests: Class LT1 Regular Variable (2) $ 523,843,313.00 October 2036 Class LT2 Regular Variable (2) 21,338.49 October 2036 Class LT3 Regular (3) 31,054.19 October 2036 Class LT4 Regular Variable (4) 31,054.19 October 2036 Class R-1† Residual 6.500% 100.00 October 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R-1 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class 2-A-3 and Class 4-CB-3 Certificates and the Class R-1 and Class R-2 Certificates) Residual Interests), the Class 2-A-3-M and Class 4-CB-3-M Regular Interests and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the CertificatesClosing Date, the Company will acquire the Class 2-A-3 and Class 4-CB-3 Certificates as consideration for its transfer to the Trust of the Class 2-A-3-M and Class 4-CB-3-M Regular Interests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than the Class R-1 2-A-3, Class 4-CB-3 and Class R-2 PPP Certificates) and the Class 2-A-3-M and Class 4-CB-3-M Regular Interests, representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the Class 2-A-3-M and Class 4-CB-3-M Regular Interests and (viii) the issuance to the Company of the Class 2-A-3 and Class 4-CB-3 Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated August 23, 2005, and a Prospectus Supplement, dated November 22, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 29, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Class R-1C-Y-1 Regular 6.500% $ 33,547.25 November 2035 Class C-Y-2 Regular 5.750% 226,988.19 December 2035 Class C-Y-3 Regular 6.000% 61,099.24 November 2035 Class C-Y-4 Regular 5.500% 16,076.59 November 2020 Class C-Z-1 Regular 6.500% 66,505,349.03 November 2035 Class C-Z-2 Regular 5.750% 453,749,385.25 December 2035 Class C-Z-3 Regular 6.000% 121,125,471.74 November 2035 Class C-Z-4 Regular 5.500% 32,137,098.95 November 2020 Class C-X-M Regular 6.000%(2) ----- December 2035 Class C-P-M Regular (3) 8,882,888.01 December 2035 Class R-1† Residual 5.750% 100.00 December 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 200, and a Prospectus Supplement, dated January 25, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 27, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $ 734,993,162.12 February 2036 Class LT2 Regular Variable (2) 33,257.25 February 2036 Class LT3 Regular Variable (3) 40,253.44 February 2036 Class LT4 Regular Variable (4) 40,253.44 February 2036 Class X-1-M Regular 0.750%(5) ----- February 2036 Class R-1† Residual 5.471% 100.00 February 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated December 20, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 23, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.750% $ 98,926.36 January 2033 Class C-Y-2 Regular 5.280% 86,308.50 January 2018 Class C-Z-1 Regular 5.750% 197,753,795.31 January 2033 Class C-Z-2 Regular 5.280% 172,634,026.66 January 2018 Class I-X-M Regular 5.750%(2) -- January 2033 Class II-X-M Regular 5.280%(2) -- January 2018 Class I-P-M Regular (3) 371,749.74 January 2033 Class II-P-M Regular (3) 220,892.47 January 2018 Class R-1+ Residual 5.280% 100.00 January 2033

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated December 16, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 21, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $1,590,776,955.57 December 2045 Class LT2 Regular Variable (2) 79,468.16 December 2045 Class LT3 Regular Variable (3) 79,633.41 December 2045 Class LT4 Regular Variable (4) 79,633.41 December 2045 Class R-1† Residual 5.407% 100.00 December 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests (including the Class 2X-1 Certificates) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 2X-1 Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests (other than the Class 2X-1 Certificates), and will be the owner of the those Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (vivii) the conveyance to the Trust of the REMIC III Regular Interests (other than the Class 2X-1 Certificates) and (viii) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 2X-1 Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated March 22, 2007, and a Prospectus Supplement, dated March 23, 2007, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated March 27, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $97,319.68 March 2049 Class Y-2 Regular Variable (3) 436,670.87 March 2049 Class Z-1 Regular Variable (2) 194,542,044.80 March 2049 Class Z-2 Regular Variable (3) 872,922,423.43 March 2049 Class 2X-1-M Regular Variable (4) ----- March 2049 Class R-1† Residual 1.591% 100.00 March 2049 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class B, Class C, Class D and Class E Certificates have been offered for sale pursuant to the prospectus (the "Prospectus") dated July 19, 1999, as supplemented by the preliminary prospectus supplement dated July 19, 1999 (together with the Prospectus, the "Preliminary Prospectus Supplement") and as further supplemented by the final prospectus supplement dated July 28, 1999 (together with the Prospectus, the "Final Prospectus Supplement") and the Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R-I, Class R-II and the Class R-III Certificates have been offered for sale pursuant to the Private Placement Memorandum dated July 28, 1999 (the "Private Placement Memorandum"). The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate Certificate Initial Pass- Principal or Through Notional Final Scheduled Final Rated Designation Rate(a) Amount Distribution Date(b) Distribution Date(c) ----------- ------ ------ -------------------- -------------------- Class A-1 6.97% $74,751,000 October 15, 2008 April 15, 2033 Class A-2 7.11% $399,000,000 July 15, 2009 April 15, 2033 Class X 0.34% $594,046,043 June 15, 2019 April 15, 2033 Class B 7.45% $20,792,000 July 15, 2009 April 15, 2033 Class C 7.45% $23,762,000 July 15, 2009 April 15, 2033 Class D 7.45% $8,910,000 July 15, 2009 April 15, 2033 Class E 7.45% $13,366,000 July 15, 2009 April 15, 2033 Class F 7.45% $7,426,000 July 15, 2009 April 15, 2033 Class G 7.45% $1,485,000 July 15, 2009 April 15, 2033 Class H 6.72% $10,396,000 August 15, 2009 April 15, 2033 Class J 6.72% $7,426,000 May 15, 2012 April 15, 2033 Class K 6.72% $4,455,000 September 15, 2013 April 15, 2033 Class L 6.72% $5,940,000 September 15, 2013 April 15, 2033 Class M 6.72% $4,455,000 September 15, 2013 April 15, 2033 Class N 6.72% $5,346,000 September 15, 2013 April 15, 2033 Class O 6.72% $2,079,000 September 15, 2013 April 15, 2033 Class P 6.72% $4,457,043 June 15, 2019 April 15, 2033 Class R-III(d) N/A N/A N/A N/A

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated December 18, 2006, and a Prospectus Supplement, dated December 19, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 21, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $450,465.44 January 2047 Class Y-2 Regular Variable (3) 149,641.51 January 2047 Class Z-1 Regular Variable (2) 900,506,762.27 January 2047 Class Z-2 Regular Variable (3) 299,133,386.82 January 2047 Class 1X-2-M Regular Variable (4) ----- January 2047 Class R-1† Residual 1.958% 100.00 January 2047 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated September 19, 2003, and a Prospectus Supplement, dated November 20, 2003, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 24, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.250% $ 13,935.42 January 2034 Class C-Y-2 Regular 5.500% 76,991.85 January 2034 Class C-Y-3 Regular 8.000% 21,071.87 January 2034 Class C-Y-4 Regular 4.500% 46,255.48 December 2018 Class C-Y-5 Regular 5.000% 80,897.90 December 2018 Class C-Z-1 Regular 5.250% 27,902,612.72 January 2034 Class C-Z-2 Regular 5.500% 153,906,707.57 January 2034 Class C-Z-3 Regular 8.000% 42,122,676.15 January 2034 Class C-Z-4 Regular 4.500% 92,616,437.07 December 2018 Class C-Z-5 Regular 5.000% 161,980,264.19 December 2018 Class I-P-M Regular (2) 921,474.45 January 2034 Class II-P-M Regular (2) 565,209.21 December 2018 Class R-1+ Residual 5.250% 100.00 January 2034 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), IXIS Real E▇▇▇▇▇ C▇▇▇▇▇▇ Inc., as seller ("IXIS"), NCB, FSB, as seller ("NCB, FSB"), Massachusetts Mutual Life Insurance Company, as seller ("MM"), SunTrust Bank, as seller ("SunTrust"), Union Central Mortgage Funding, Inc., as seller ("UCMFI"), and National Consumer Cooperative Bank, as seller ("NCCB"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the EI Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Excess Interest to the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants III and agreements made by (D) the Company and Class EI Certificates representing in the Trustee herein with respect to aggregate the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit entire beneficial ownership of the Holders from time to time of the REMIC I Regular Interests and the Class R-1EI Grantor Trust.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viviii) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 PPP Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated January 26, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 30, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class Y-1 Regular Variable (2) $104,921.49 January 2046 Class Y-2 Regular Variable (3) 653,150.54 January 2046 Class Z-1 Regular Variable (2) 209,738,052.55 January 2046 Class Z-2 Regular Variable (3) 1,305,692,533.69 January 2046 Class R-1† Residual 4.978% 100.00 January 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I. The Company at Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the Closing Date is aggregate will evidence the owner entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundLoans. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 [R-I] Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of Trust Fund (excluding Deferred Interest, the REMIC I Regular Interests Grantor Trust Collection Account and the Class R-1 Certificates. Thereafter on Grantor Trust Distribution Account) described in the Closing Date, the Company will acquire definition of "REMIC I"; (ii) the REMIC II Regular Interests and the Class R-2 [R-II] Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust Fund; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust Fund; and (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the [E] Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Deferred Interest to the owner of the CertificatesTrust Fund. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 [R-I] Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 [R-II] Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants , and agreements made by (ii) the Company creation of the Grantor Trust and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit issuance of the Holders from time to time of the REMIC I Regular Interests and the Class R-1[E] Certificates.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) from REMIC III as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests and will be the owner of the CertificatesInterests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest, representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viviii) the issuance to the Company of the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate and Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated December 11, 2007, and a Prospectus Supplement, dated January 26, 2007, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate and Class PPP Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 30, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the Class R Residual Interests and the Certificates: Class R-1LTA1 Regular Variable (2) $ 2,830,405.815 January 2039 Class LTA2 Regular Variable (2) 3,302,381.620 January 2039 Class LTA3 Regular Variable (2) 4,420,729.825 January 2039 Class LTA4 Regular Variable (2) 5,156,865.855 January 2039 Class LTA5 Regular Variable (2) 5,974,871.375 January 2039 Class LTA6 Regular Variable (2) 6,247,665.890 January 2039 Class LTA7 Regular Variable (2) 6,281,156.070 January 2039 Class LTA8 Regular Variable (2) 6,591,260.270 January 2039 Class LTA9 Regular Variable (2) 5,687,939.840 January 2039 Class LTA10 Regular Variable (2) 6,441,727.170 January 2039 Class LTA11 Regular Variable (2) 5,756,697.470 January 2039 Class LTA12 Regular Variable (2) 5,044,345.120 January 2039 Class LTA13 Regular Variable (2) 4,457,816.850 January 2039 Class LTA14 Regular Variable (2) 4,335,113.480 January 2039 Class LTA15 Regular Variable (2) 5,215,082.315 January 2039 Class LTA16 Regular Variable (2) 5,449,118.795 January 2039 Class LTA17 Regular Variable (2) 5,687,739.465 January 2039 Class LTA18 Regular Variable (2) 5,558,607.210 January 2039 Class LTA19 Regular Variable (2) 5,248,141.770 January 2039 Class LTA20 Regular Variable (2) 5,540,896.030 January 2039 Class LTA21 Regular Variable (2) 5,300,008.590 January 2039 Class LTA22 Regular Variable (2) 4,636,967.840 January 2039 Class LTA23 Regular Variable (2) 3,910,989.430 January 2039 Class LTA24 Regular Variable (2) 3,582,931.550 January 2039 Class LTA25 Regular Variable (2) 3,105,748.980 January 2039 Class LTA26 Regular Variable (2) 3,050,009.000 January 2039 Class LTA27 Regular Variable (2) 3,683,609.110 January 2039 Class LTA28 Regular Variable (2) 3,842,922.120 January 2039 Class LTA29 Regular Variable (2) 3,983,288.605 January 2039 Class LTA30 Regular Variable (2) 3,974,943.705 January 2039 Class LTA31 Regular Variable (2) 3,784,512.210 January 2039 Class LTA32 Regular Variable (2) 4,744,178.720 January 2039 Class LTA33 Regular Variable (2) 3,950,306.385 January 2039 Class LTA34 Regular Variable (2) 3,295,775.135 January 2039 Class LTA35 Regular Variable (2) 2,931,652.605 January 2039 Class LTA36 Regular Variable (2) 2,526,143.980 January 2039 Class LTA37 Regular Variable (2) 2,162,626.745 January 2039 Class LTA38 Regular Variable (2) 2,122,630.855 January 2039 Class LTA39 Regular Variable (2) 2,500,693.860 January 2039 Class LTA40 Regular Variable (2) 2,630,281.270 January 2039 Class LTA41 Regular Variable (2) 2,661,261.765 January 2039 Class LTA42 Regular Variable (2) 2,641,439.680 January 2039 Class LTA43 Regular Variable (2) 2,522,794.090 January 2039 Class LTA44 Regular Variable (2) 2,516,077.995 January 2039 Class LTA45 Regular Variable (2) 2,163,738.090 January 2039 Class LTA46 Regular Variable (2) 2,158,254.595 January 2039 Class LTA47 Regular Variable (2) 1,902,918.455 January 2039 Class LTA48 Regular Variable (2) 1,739,397.905 January 2039 Class LTA49 Regular Variable (2) 1,469,526.535 January 2039 Class LTA50 Regular Variable (2) 1,439,369.885 January 2039 Class LTA51 Regular Variable (2) 1,757,182.705 January 2039 Class LTA52 Regular Variable (2) 2,010,366.360 January 2039 Class LTA53 Regular Variable (2) 1,999,923.800 January 2039 Class LTA54 Regular Variable (2) 2,387,503.425 January 2039 Class LTA55 Regular Variable (2) 2,956,203.915 January 2039 Class LTA56 Regular Variable (2) 5,778,105.085 January 2039 Class LTA57 Regular Variable (2) 3,922,285.620 January 2039 Class LTA58 Regular Variable (2) 4,464,790.470 January 2039 Class LTA59 Regular Variable (2) 11,841,467.830 January 2039 Class LTA60 Regular Variable (2) 15,950,108.865 January 2039 Class LTB1 Regular Variable (3) 2,830,405.815 January 2039 Class LTB2 Regular Variable (3) 3,302,381.620 January 2039 Class LTB3 Regular Variable (3) 4,420,729.825 January 2039 Class LTB4 Regular Variable (3) 5,156,865.855 January 2039 Class LTB5 Regular Variable (3) 5,974,871.375 January 2039 Class LTB6 Regular Variable (3) 6,247,665.890 January 2039 Class LTB7 Regular Variable (3) 6,281,156.070 January 2039 Class LTB8 Regular Variable (3) 6,591,260.270 January 2039 Class LTB9 Regular Variable (3) 5,687,939.840 January 2039 Class LTB10 Regular Variable (3) 6,441,727.170 January 2039 Class LTB11 Regular Variable (3) 5,756,697.470 January 2039 Class LTB12 Regular Variable (3) 5,044,345.120 January 2039 Class LTB13 Regular Variable (3) 4,457,816.850 January 2039 Class LTB14 Regular Variable (3) 4,335,113.480 January 2039 Class LTB15 Regular Variable (3) 5,215,082.315 January 2039 Class LTB16 Regular Variable (3) 5,449,118.795 January 2039 Class LTB17 Regular Variable (3) 5,687,739.465 January 2039 Class LTB18 Regular Variable (3) 5,558,607.210 January 2039 Class LTB19 Regular Variable (3) 5,248,141.770 January 2039 Class LTB20 Regular Variable (3) 5,540,896.030 January 2039 Class LTB21 Regular Variable (3) 5,300,008.590 January 2039 Class LTB22 Regular Variable (3) 4,636,967.840 January 2039 Class LTB23 Regular Variable (3) 3,910,989.430 January 2039 Class LTB24 Regular Variable (3) 3,582,931.550 January 2039 Class LTB25 Regular Variable (3) 3,105,748.980 January 2039 Class LTB26 Regular Variable (3) 3,050,009.000 January 2039 Class LTB27 Regular Variable (3) 3,683,609.110 January 2039 Class LTB28 Regular Variable (3) 3,842,922.120 January 2039 Class LTB29 Regular Variable (3) 3,983,288.605 January 2039 Class LTB30 Regular Variable (3) 3,974,943.705 January 2039 Class LTB31 Regular Variable (3) 3,784,512.210 January 2039 Class LTB32 Regular Variable (3) 4,744,178.720 January 2039 Class LTB33 Regular Variable (3) 3,950,306.385 January 2039 Class LTB34 Regular Variable (3) 3,295,775.135 January 2039 Class LTB35 Regular Variable (3) 2,931,652.605 January 2039 Class LTB36 Regular Variable (3) 2,526,143.980 January 2039 Class LTB37 Regular Variable (3) 2,162,626.745 January 2039 Class LTB38 Regular Variable (3) 2,122,630.855 January 2039 Class LTB39 Regular Variable (3) 2,500,693.860 January 2039 Class LTB40 Regular Variable (3) 2,630,281.270 January 2039 Class LTB41 Regular Variable (3) 2,661,261.765 January 2039 Class LTB42 Regular Variable (3) 2,641,439.680 January 2039 Class LTB43 Regular Variable (3) 2,522,794.090 January 2039 Class LTB44 Regular Variable (3) 2,516,077.995 January 2039 Class LTB45 Regular Variable (3) 2,163,738.090 January 2039 Class LTB46 Regular Variable (3) 2,158,254.595 January 2039 Class LTB47 Regular Variable (3) 1,902,918.455 January 2039 Class LTB48 Regular Variable (3) 1,739,397.905 January 2039 Class LTB49 Regular Variable (3) 1,469,526.535 January 2039 Class LTB50 Regular Variable (3) 1,439,369.885 January 2039 Class LTB51 Regular Variable (3) 1,757,182.705 January 2039 Class LTB52 Regular Variable (3) 2,010,366.360 January 2039 Class LTB53 Regular Variable (3) 1,999,923.800 January 2039 Class LTB54 Regular Variable (3) 2,387,503.425 January 2039 Class LTB55 Regular Variable (3) 2,956,203.915 January 2039 Class LTB56 Regular Variable (3) 5,778,105.085 January 2039 Class LTB57 Regular Variable (3) 3,922,285.620 January 2039 Class LTB58 Regular Variable (3) 4,464,790.470 January 2039 Class LTB59 Regular Variable (3) 11,841,467.830 January 2039 Class LTB60 Regular Variable (3) 15,950,108.865 January 2039 Class LT-A-I Regular Variable (4) 1,798,670.730 January 2039 Class R-1† Residual 0.000% 100.00 January 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan 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. † The Class R-1 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds. The Class R-1 Residual Interest shall not be entitled to receive any distributions of interest

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire certain Mortgage Loans from GMAC Commercial Mortgage Corporation, as seller ("GMACCM" and, in such capacity, a "Seller"), certain other Mortgage Loans from ContiTrade Services L.L.C. ("ContiTrade" and also a "Seller"), and the remaining Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. ("MSMC" and also a "Seller"); and, as of such date, the Depositor will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Certificates. The parties hereto are entering into this Agreement, and the Class R-1Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated March 19, 2003, and a Prospectus Supplement, dated April 22, 2003, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated April 25, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular 5 .625% $201,261 .99 May 2033 Class C-Y-2 Regular 5 .250% 25,861 .90 May 2018 Class C-Z-1 Regular 5 .625% 407,570,260 .61 May 2033 Class C-Z-2 Regular 5 .250% 51,697,942 .71 May 2018 Class I-X-M Regular 5 .625%(2) -- May 2033 Class II-X-M Regular 5 .250%(2) -- May 2018 Class I-P-M Regular (3 ) 1,130,963 .17 May 2033 Class II-P-M Regular (3 ) 799,548 .01 May 2018 Class R-1+ Residual 5 .625% 100 .00 May 2033 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated October 23, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated October 25, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $332,176.58 November 2046 Class Y-2 Regular Variable (3) 106,890.88 November 2046 Class Z-1 Regular Variable (2) 664,024,717.01 November 2046 Class Z-2 Regular Variable (3) 213,674,861.42 November 2046 Class R-1† Residual 0.805% 100.00 November 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage 0Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated July 23, 2002, and a Prospectus Supplement, dated August 27, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated August 29, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ----------- --------------- -------------- Class C-Y-1 Regular 6.500% $ 151,934.51 October 2032 Class C-Y-2 Regular 5.7788% 66,704.67 September 2017 Class C-Z-1 Regular 6.500% 303,717,089.46 October 2032 Class C-Z-2 Regular 5.7788% 133,733,802.88 September 2017 Class A-X-M Regular 6.500%(2) -- October 2032 Class II-X-M Regular 6.000%(2) -- September 2017 Class A-P-M Regular (3) 1,088,727.21 October 2032 Class II-P-M Regular (3) 86,768.74 September 2017 Class R-1+ Residual 5.7788% 50.00 October 2032 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests (including the Class 1X-2 Certificates) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 1X-2 Certificates) from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests (other than the Class 1X-2 Certificates), and will be the owner of the those Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (vivii) the conveyance to the Trust of the REMIC III Regular Interests (other than the Class 1X-2 Certificates) and (viii) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 1X-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 13, 2007, and a Prospectus Supplement, dated February 20, 2007, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated February 22, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $ 439,317.86 February 2049 Class Y-2 Regular Variable (3) 66,376.98 February 2049 Class Z-1 Regular Variable (2) 878,196,393.93 February 2049 Class Z-2 Regular Variable (3) 132,688,500.94 February 2049 Class 1X-2-M Regular Variable (4) ----- February 2049 Class R-1† Residual 1.867% 100.00 February 2049 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire certain Mortgage Loans from FINOVA Realty Capital Inc., as seller ("FINOVA" and, in such capacity, the "SELLER"), and the remaining Mortgage Loans from FINOVA Commercial Mortgage Loan Owner Trust 1998-1 (the "OWNER TRUST" and, in such capacity, also a "SELLER"), and, as of such date, the Depositor will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company Depositor hereby creates the Trust and appoints the Trustee to serve as trustee of the Trust. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be (excluding the owner right to Excess Interest in respect of the REMIC I Regular Interests Anticipated Repayment Date Loans) and the Class R-1 Certificates. Thereafter on other property constituting the Closing Date, Trust described in the Company will acquire definition of "REMIC I"; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on assets comprising the Closing Date, grantor trust to the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III, with the Class O Certificates representing both an interest in REMIC III and the entire beneficial ownership of the assets of the grantor trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Certificates. The parties hereto are entering into this Agreement, and the Class R-1Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated November 17, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 21, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $489,079.50 December 2046 Class Y-2 Regular Variable (3) 78,930.09 December 2046 Class Z-1 Regular Variable (2) 977,713,955.43 December 2046 Class Z-2 Regular Variable (3) 157,781,246.30 December 2046 Class R-1† Residual 1.449% 100.00 December 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than from the Class R-1 and Class R-2 Certificates) from REMIC III Trust as consideration for its transfer to REMIC III the Trust of the REMIC II III Regular Interests Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the REMIC III Regular Interests and (viii) the issuance to the Company of the Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated July 25, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated July 27, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $ 143,377.59 July 2046 Class Y-2 Regular Variable (3) 294,163.71 August 2046 Class Z-1 Regular Variable (2) 286,611,812.29 July 2046 Class Z-2 Regular Variable (3) 588,050,100.88 August 2046 Class R-1† Residual 4.092% 100.00 August 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated April 25, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated April 29, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Class R-1Certificates:

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the PNC Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the PNC Mortgage Loans and certain other assets and the deposit into the Certificate Account of the Clipper Mortgage Loan Purchase Amount and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the PNC Mortgage Loans, (ii) Loans and the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (ii) the conveyance to the Trustee of the Clipper Mortgage Loans pursuant to the Clipper Loan Sale Agreement, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) Interests and the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership interest of REMIC II, II and (viv) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC III. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the PNC Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the PNC Mortgage Loans and certain other assets and the deposit into the Certificate Account of the Clipper Mortgage Loan Purchase Amount and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the PNC Mortgage Loans, (ii) Loans and the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (ii) the conveyance to the Trustee of the Clipper Mortgage Loans pursuant to the Clipper Loan Sale Agreement, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, Interests and the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Certificates representing in the aggregate the entire beneficial interest of REMIC II and (iv) the conveyance to the Company Trustee of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC III. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1R-

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated August 23, 2005, and a Prospectus Supplement, dated September 27, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated September 29, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Class R-1C-Y-1 Regular 5.500% $277,755.59 October 2035 Class C-Y-2 Regular 6.000% 68,230.27 October 2035 Class C-Y-3 Regular 5.000% 20,964.85 October 2020 Class C-Z-1 Regular 5.500% 555,233,421.59 October 2035 Class C-Z-2 Regular 6.000% 137,154,704.33 October 2035 Class C-Z-3 Regular 5.000% 41,908,725.85 October 2020 Class C-X-M Regular 5.500%(2) ----- October 2035 Class C-P-M Regular (3) 4,143,767.37 October 2035 Class R-1† Residual 5.500% 100.00 October 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 R Certificates) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated March 26, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated March 28, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular Variable(2) $ 105,580.34 November 2030 Class C-Y-2 Regular Variable(3) 99,491.80 February 2031 Class C-Y-3 Regular Variable(4) 150,586.84 February 2031 Class C-Z-1 Regular Variable(2) 211,055,097.76 November 2030 Class C-Z-2 Regular Variable(3) 198,884,447.40 February 2031 Class C-Z-3 Regular Variable(4) 301,023,594.20 February 2031 Class R-1+ Residual 6.452% 100.00 February 2031 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇tgage Capital Inc., as seller ("MSMC"), Well▇ ▇▇▇go Bank, National Association, as seller (in such capacity, "Well▇ ▇▇▇go"), and John ▇▇▇c▇▇▇ ▇▇▇l Estate Finance, Inc., as seller ("John ▇▇▇c▇▇▇"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A-1, ▇▇▇▇▇ ▇-▇, ▇▇ass X-2, Class B, Class C, Class D and Class E Certificates have been offered for sale pursuant to the prospectus (the "Prospectus") dated February 19, 1998, as supplemented by the prospectus supplement dated February 26, 1998 (together, the "Prospectus Supplement") and the Class X-1, Class F, Class G, Class H, Class J, Class K, Class L, Class R-I, Class R-II and the Class R-III Certificates have been offered for sale pursuant to the Private Placement Memorandum dated February 26, 1998 (the "Private Placement Memorandum"). The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificate 9 comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificate will be designated as the sole class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 R Certificates), the Class R-3 Residual Interest and Class R-2 Certificates) the Variable Servicing Interest from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates, the Class R-3 Residual Interest and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of REMIC I, (iii) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of REMIC II, (v) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the conveyance to the Company of the Class R-3 Residual Interest and the Variable Servicing Interest and the issuance to the Company of the Certificates, such Class R-3 Residual Interest, Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of REMIC III. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the REMIC I Regular Interests and the Class R-1

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Company at Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined below). The Mortgage Loans will be serviced pursuant to the terms of this Agreement. The Depositor hereby assigns to the Trustee, acting on behalf of the Certificateholders, its interests and rights in the Mortgage Loans. On the Closing Date is Date, the owner Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trustee of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in constituting the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire ; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trustee; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrustee. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 III Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust Fund are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, and the Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The following sets forth the Class designation, Pass-Through Rate, and Original Class Balance (or Notional Amount) for each Class of REMIC I Regular Interests and the Class R-1R-I Certificate comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificate comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Interest (a "CORRESPONDING REMIC I INTEREST") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Interest will have a Pass-Through Rate equal to the Remittance Rate of the related Mortgage Loan as of the Cut-off Date, and an initial principal balance (the initial "CLASS BALANCE") equal to the Scheduled Principal Balance as of the Cut-off Date of the Mortgage Loan to which the Corresponding REMIC I Interest relates. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Class Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II Each REMIC II Regular Interest has the Pass-Through Rate and Class Balance set forth in the definition thereof. The Class R-II Certificate will be designated as the sole class of residual interests in REMIC II and will have no Class Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III The following table sets forth the designation, Pass-Through Rate and Original Class Balance (or in the case of Class X, Notional Amount) for each Class of Certificates comprising the interests in the Trust Fund created hereunder and each Class of REMIC III Certificates comprising the interests in REMIC III. Class Original Class Designation Pass-Through Rate Balance/Notional Amount -------------------------------------------------------------------------------- Class A1 _____% $__________ Class A2 _____% _________ Class A3 _____% _________ Class B _____% _________ Class C _____% _________ Class D _____% _________ Class E _____% _________ Class F _____% _________ Class X _____% _________ Class G _____% _________ Class H _____% _________ Class J _____% _________ Class K _____% _________ Class L _____% _________ Class R-I _____% _________ Class R-II _____% _________ Class R-III _____% _________ As of close of business on the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance equal to $_________. As provided herein, with respect to the Trust Fund, the Trustee will make an election for the segregated pool of assets described in Section 2.06 and Section 4.04 hereof (including the Mortgage Loans) to be treated for federal income tax purposes as a real estate mortgage investment conduit ("REMIC I"). The REMIC I Regular Interests will be designated as the "regular interests" in REMIC I and the Class R-I Certificates will be designated as the sole class of "residual interests" in REMIC I. As provided herein, with respect to the Trust Fund, the Trustee will make an election for the segregated pool of assets described in Section 2.06 and Section 4.04 hereof consisting of the REMIC I Regular Interests to be treated for federal income tax purposes as a real estate mortgage investment conduit ("REMIC II"). The REMIC II Regular Interest will be designated as the "regular interests" in REMIC II and the Class R-II Certificates will be designated as the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. As provided herein, with respect to the Trust Fund, the Trustee will make an election for the segregated pool of assets described in Section 2.06 and Section 4.04 hereof consisting of the REMIC II Regular Interests to be treated for federal income tax purposes as a real estate mortgage investment conduit ("REMIC III"). The Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates and each Class X Component will be designated as the "regular interests" in REMIC III and the Class R-III Certificates will be designated as the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. 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 Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated September 19, 2002, and a Prospectus Supplement, dated October 25, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated October 28, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ----------- --------------- -------------------- Class Y-1 Regular 6.000% $ 354,401.60 November 2032 Class Y-2 Regular 5.500% 162,593.66 November 2017 Class Z-1 Regular 6.000% 709,263,818.62 November 2032 Class Z-2 Regular 5.500% 325,024,717.21 November 2017 Class II-P-M Regular (2) 684,193.84 November 2017 Class IV-P-M Regular (2) 1,059,149.34 November 2032 Class R-1+ Residual 6.000% 100.00 November 2032 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated November 22, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 26, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.250% $ 311,956.14 December 2017 Class C-Y-2 Regular 5.500% 15,463.11 December 2032 Class C-Y-3 Regular 5.750% 135,258.68 December 2032 Class C-Z-1 Regular 5.250% 623,600,314.65 December 2017 Class C-Z-2 Regular 5.500% 30,928,778.65 December 2032 Class C-Z-3 Regular 5.750% 270,539,660.49 December 2032 Class C-X-1-M Regular 5.250%(2) -- December 2017 Class C-X-2-M Regular 5.750%(2) -- December 2032 Class C-P-1-M Regular (3) 678,492.37 December 2017 Class IV-P-M Regular (3) 119,950.03 December 2032 Class R-1+ Residual 5.250% 100.00 December 2032 ---------- * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund Residual Interest as consideration for its transfer to the Trust Fund of the Majority Mortgage Loans and certain other assets and will be the owner of the International Plaza Pari Passu Loan REMIC I Regular Interests Interest (and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire related International Plaza Pari Passu Loan documents); (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates (other than the portion of the Class S Certificates representing Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust and the portion of the Class S Certificates representing Excess Interest as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesExcess Interest. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates REMIC I Residual Interest representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC IIIIII and, in the case of the Class S Certificates, the Class S Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the International Plaza Pari Passu Loan REMIC Regular Interest, the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, the REMIC Regular Certificates and the Class S Certificates to the extent of their interest in the Excess Interest. The Class R-I Certificates shall represent ownership of the REMIC I Residual Interest. The Class R-IP Certificates represents ownership of the International Plaza Pari Passu Loan REMIC Residual Interest. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated December 9, 2003, as supplemented by the preliminary prospectus supplement dated February 9, 2004 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated February 20, 2004 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates will be offered for sale pursuant to a Private Placement Memorandum dated February 20, 2004. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the REMIC I Residual Interest comprising the interests in REMIC I, each Class R-1of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: INTERNATIONAL PLAZA PARI PASSU LOAN REMIC The International Plaza Pari Passu Loan REMIC Regular Interest relates to the International Plaza Pari Passu Loan. The International Plaza Pari Passu Loan REMIC Regular Interest has a pass-through rate equal to the International Plaza Pari Passu Loan REMIC Net Mortgage Rate (it being understood that the Master Servicing Fee and the Trustee Fee shall have been paid to the party entitled thereto by the International Plaza Pari Passu Loan REMIC), a principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the International Plaza Pari Passu Loan, and a "latest possible maturity date" of January 8, 2008. The International Plaza Pari Passu Loan REMIC Residual Interest is represented by the Class R-IP Certificate, has been designated as the sole Class of residual interests in the International Plaza Pari Passu Loan REMIC and has no Certificate Balance and no Pass-Through Rate, but is entitled to receive the proceeds of any assets remaining in the International Plaza Pari Passu Loan REMIC after the International Plaza Pari Passu Loan REMIC Regular Interest has been paid in full. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates; provided that in the case of the International Plaza Pari Passu Loan, the Corresponding REMIC I Regular Interest has a pass-through rate equal to the REMIC I Net Mortgage Rate of the International Plaza Pari Passu Loan REMIC Regular Interest, an initial principal amount (the initial "Certificate Balance") equal to the initial Certificate Balance of the International Plaza Pari Passu Loan REMIC Regular Interest, and a "latest possible maturity date" of January 8, 2008. The REMIC I Residual Interest will be represented by the Class R-I Certificate, will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass- Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate REMIC III Initial Certificate Regular Pass- Principal Balance Interest Through or Notional Final Scheduled Designation Rate(a) Amount Distribution Date(b) -------------- ------- ----------------- -------------------- Class A-1 3.10% $ 113,860,000 January 13, 2009 Class A-2 4.05% $ 319,750,000 July 13, 2010 Class A-3 4.49% $ 145,475,000 June 13, 2013 Class A-4 4.80% $ 547,150,000 January 13, 2014 Class X-1(c) 0.12% $1,324,982,421 November 13, 2015 Class X-2(d) 1.30% $1,258,818,000 March 13, 2012 Class B 4.83% $ 16,562,000 January 13, 2014 Class C 4.88% $ 16,562,000 February 13, 2014 Class D 4.90% $ 13,250,000 February 13, 2014 Class E 4.92% $ 19,875,000 February 13, 2014 Class F 4.96% $ 13,250,000 February 13, 2014 Class G 4.99% $ 16,562,000 February 13, 2014 Class H 5.10% $ 16,562,000 February 13, 2014 Class J 5.20% $ 11,594,000 February 13, 2014 Class K 5.65% $ 23,187,000 February 13, 2014 Class L 5.08% $ 6,625,000 February 13, 2014 Class M 5.08% $ 6,625,000 February 13, 2014 Class N 5.08% $ 6,625,000 February 13, 2014 Class O 5.08% $ 4,968,000 February 13, 2014 Class P 5.08% $ 3,313,000 February 13, 2014 Class Q 5.08% $ 3,312,685 February 13, 2014 Class S (f) 5.08% $ 19,874,736 November 13, 2015 Class R-III(g) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated November 22, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated November 26, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 6.000% $ 250,438.04 December 2032 Class C-Y-2 Regular 5.250% 81,027.48 December 2017 Class C-Z-1 Regular 6.000% 500,625,648.91 December 2032 Class C-Z-2 Regular 5.250% 162,224,909.76 December 2017 Class I-X-M Regular 6.000%(2) -- December 2032 Class II-X-M Regular 5.250%(2) -- December 2017 Class I-P-M Regular (3) 845,694.34 December 2032 Class II-P-M Regular (3) 22,536.51 December 2017 Class R-1+ Residual 5.250% 100.00 December 2032 ---------- * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class C-PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class C-PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the CertificatesREMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class 1-A-7 Certificates as consideration for its transfer to the Trust of the Class 1-A-7-M Regular Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class C-PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the Class 1-A-7-M Regular Interest and (viii) the issuance to the Company of the Class 1-A-7. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 11, 2007, and a Prospectus Supplement, dated January 26, 2007, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 29, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests and the Certificates: Class C-Y-1 Regular 6.000% $ 96,189.71 January 2039 Class C-Y-2 Regular 7.000% 24,853.56 January 2039 Class C-Z-1 Regular 6.000% 192,283,235.45 January 2039 Class C-Z-2 Regular 7.000% 49,996,743.87 January 2039 Class C-X-M Regular 6.500%(2) ----- January 2039 Class C-P-M Regular (3) 1,241,772.00 January 2039 Class R-1† Residual 6.000% 100.00 January 2039 * The Distribution Date in the specified month, which is two years following the month the latest maturing Mortgage Loan in the related Loan Group or Subgroup (or Loan Group and Subgroup or Subgroups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear, ▇▇▇▇▇▇▇ Funding, Inc., as seller ("BSF") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSDWMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, Residual Certificates and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class B, Class C and Class D Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated January 11, 2001, as supplemented by the preliminary prospectus supplement dated February 7, 2001 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated February 15, 2001 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class R-I, Class R-II and Class R-III Certificates will be offered for sale pursuant to a Private Placement Memorandum dated February 15, 2001. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate REMIC III Certificate Regular Initial Pass- Principal or Interest Through Notional Final Scheduled Designation Rate(a) Amount Distribution Date(b) ----------- ------------- --------------- -------------------- Class A-1 6.02% $65,000,000 9/15/09 Class A-2 6.32% $203,500,000 1/15/11 Class A-3 6.46% $138,500,000 9/15/09 Class A-4 6.66% $575,962,000 1/15/11 Class X-1 0.46% $1,156,404,505 2/15/15 Class X-2 0.66% $625,494,000 2/15/08 Class B 6.81% $34,693,000 1/15/11 Class C 7.00% $31,801,000 2/15/11 Class D 7.19% $11,565,000 2/15/11 Class E 6.95% $27,465,000 2/15/11 Class F 7.37% $10,118,000 5/15/11 Class G 6.32% $18,770,335 8/15/12 Class H 6.32% $8,673,000 11/15/13 Class J 6.32% $5,783,000 11/15/13 Class K 6.32% $5,782,000 4/15/15 Class L 6.32% $6,649,000 4/15/15 Class M 6.32% $3,099,000 9/15/16 Class N(c) 6.32% $9,044,170 12/15/20 Class R-III(d) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇tgage Capital Inc., as seller ("MSMC"), Well▇ ▇▇▇go Bank, National Association, as seller (in such capacity, "Well▇ ▇▇▇go"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Trust; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A-1, ▇▇▇▇▇ ▇-▇, ▇▇ass B, Class C, Class D, Class E and Class F Certificates have been offered for sale pursuant to the prospectus (the "Prospectus") dated October 9, 1998, as supplemented by the preliminary prospectus supplement dated February 3, 1999 (together with the Prospectus, the "Preliminary Prospectus Supplement") and as further supplemented by the final prospectus supplement dated February 10, 1999 (together with the Prospectus, the "Final Prospectus Supplement") and the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and the Class R-III Certificates have been offered for sale pursuant to the Private Placement Memorandum dated February 10, 1999 (the "Private Placement Memorandum"). The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution 11 Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificate comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest, other than the REMIC I Excess Interest, will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The REMIC I Excess Interest will consist of the aggregate amount of Excess Interest, if any, on all Mortgage Loans. The Class R-I Certificate will be designated as the sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests, other than the REMIC II Excess Interest, have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificate will be designated as the sole class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. The REMIC II Excess Interest will consist of all amounts paid on or deemed paid to the REMIC I Excess Interest.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 R Certificates) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-1 and Class R-2 Certificates) R-3 Residual Interest representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated April 20, 2005, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated April 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Y-1 Regular Variable (2) $120,308.74 April 2045 Class Y-2 Regular Variable (3) 1,463,229.06 April 2045 Class Z-1 Regular Variable (2) 240,497,180.54 April 2045 Class Z-2 Regular Variable (3) 2,925,103,359.98 April 2045 Class R-1† Residual 4.217% 100.00 April 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) from REMIC III as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the CertificatesInterests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest, representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 PPP and Class R-2 R Certificates) representing in the aggregate the entire beneficial interest of REMIC III). All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated August 28, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated August 30, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R-1R Residual Interests: Class LT1 Regular Variable (2) $683,015,179.71 September 2036 Class LT2 Regular Variable (2) 28,192.46 September 2036 Class LT3 Regular (3) 40,119.90 September 2036 Class LT4 Regular Variable (4) 40,119.90 September 2036 Class R-1† Residual 6.770% 100.00 September 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan 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. † The Class R-1 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests Interests, the Class PPP Certificates and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class 3-A-4 Certificates and the Class R-1 and Class R-2 Certificates) Residual Interests), the Class 3-A-4-M Regular Interest and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the CertificatesClosing Date, the Company will acquire the Class 3-A-4 Certificates as consideration for its transfer to the Trust of the Class 3-A-4-M Regular Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II and the Class PPP Certificates, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and Interests, (vi) the issuance to the Company of the Certificates (other than the Class R-1 3-A- 4 and Class R-2 PPP Certificates) and the Class 3-A-4-M Regular Interest, representing in the aggregate the entire beneficial interest of in REMIC III, (vii) the conveyance to the Trust of the Class 3-A-4-M Regular Interest and (viii) the issuance to the Company of the Class 3-A-4 Certificates. All covenants and agreements made by the The Company and the Trustee herein with respect to the Mortgage Loans Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates and the Class PPP Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated January 27, 2006, of the Holders from time Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated January 30, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R-1R Residual Interests: Class Designation for each Class of REMIC I Regular Certificate Initial Class Interests and the Class R-1 Residual Type of Interest Interest Rate (1) Principal Balance Final Maturity Date* Class C-Y-1 Regular 5.500% $ 12,484.35 February 2021 Class C-Y-2 Regular 7.000% 49,316.12 February 2036 Class C-Y-3 Regular 5.750% 263,791.01 February 2036 Class C-Y-4 Regular 6.500% 62,585.22 February 2036 Class C-Z-1 Regular 5.500% 24,956,207.64 February 2021 Class C-Z-2 Regular 7.000% 97,663,407.45 February 2036 Class C-Z-3 Regular 5.750% 527,318,226.23 February 2036 Class C-Z-4 Regular 6.500% 123,940,941.12 February 2036 Class C-X-M Regular 6.500%(2) ----- February 2036 Class C-P-M Regular (3) 4,420,231.22 February 2036 Class R-1† Residual 5.750% 100.00 February 2036 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated March 25, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated March 27, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- ------------------- Class C-Y-1 Regular 6.500% $ 309,859.70 May 2032 Class C-Y-2 Regular 6.000% 97,454.59 April 2017 Class C-Z-1 Regular 6.500% 619,714,382.66 May 2032 Class C-Z-2 Regular 6.000% 194,811,721.39 April 2017 Class C-X-M Regular 6.500% (2) -- May 2032 Class C-P-M Regular (3) 3,108,160.66 May 2032 Class R-1+ Residual 6.000% 50.00 May 2032 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated September 19, 2003, and a Prospectus Supplement, dated October 21, 2003, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated October 24, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.000% $ 160,210.88 November 2033 Class C-Y-2 Regular 5.500% 419,831.60 November 2033 Class C-Y-3 Regular 5.950% 127,132.40 November 2033 Class C-Z-1 Regular 5.000% 320,261,541.91 November 2033 Class C-Z-2 Regular 5.500% 842,522,956.09 November 2033 Class C-Z-3 Regular 5.950% 255,130,795.43 November 2033 Class X-M Regular 6.000%(2) -- November 2033 Class P-M Regular (3) 1,227,198.38 November 2033 Class R-1+ Residual 5.000% 100.00 November 2033 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Subgroup 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSDWMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Certificate as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Loans; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vC) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A, Class B, Class C and Class D Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated January 10, 2003, as supplemented by the preliminary prospectus supplement dated January 10, 2003 (together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated January 24, 2003 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and Class R-III Certificates will be offered for sale pursuant to a Private Placement Memorandum dated January 24, 2003. The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class R-1R-I Certificates comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Maturity Date (as defined herein) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate Initial Certificate REMIC III Regular Pass-Through Principal Balance or Final Scheduled Interest Designation Rate(a) Notional Amount Distribution Date(b) -------------------- ------- --------------- -------------------- Class A-1 3.98% $318,748,000 January 13, 2012 Class A-2 4.74% $610,834,000 January 13, 2012 Class X-1(c) 0.14% $1,077,776,827 November 11, 2022 Class X-2(d) 1.22% $993,173,000 February 13, 2011 Class B 4.86% $32,333,000 January 13, 2012 Class C 4.99% $35,028,000 October 13, 2013 Class D 5.12% $12,125,000 January 13, 2014 Class E 5.37% $14,819,000 December 13, 2014 Class F 5.58% $6,737,000 December 13, 2014 Class G 5.85% $5,388,000 December 13, 2014 Class H 5.85% $10,778,000 December 13, 2014 Class J 5.85% $4,042,000 December 13, 2014 Class K 5.85% $5,389,000 October 13, 2015 Class L 5.85% $5,389,000 December 13, 2016 Class M 5.85% $2,694,000 July 13, 2017 Class N 5.85% $2,695,000 September 13, 2017 Class O 5.85% $10,777,827 November 13, 2022 Class R-III(e) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from Aetna Life Insurance Company, as seller ("Aetna" and, in such capacity, the "Seller"); and, as of such date, the Depositor will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC R-I Trust Fund Interests as consideration for its transfer to the Trust Fund of the REMIC Mortgage Loans and certain the other assets and will be property constituting the owner of Trust (other than the Non-REMIC I Regular Interests Assets and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire Non-REMIC Fees); (ii) the REMIC II Regular Interests and the Class R-2 Certificates from REMIC R-II Interests as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; and will be (iii) the owner REMIC III Regular Interests and the Class R-III Interests as consideration for its transfer of the REMIC II Regular Interests to the Trust (as well as the REMIC III Regular Certificates and the Class R-2 Certificates. Thereafter on R Certificate, which Class R Certificate shall represent the Closing DateClass R-I Interests, the Company will acquire the Certificates (other than Class R-II Interests and the Class R-1 R-III Interests (collectively, the "Residual Interests")) and (iv) the Class R-2 Certificates) from REMIC III as consideration V and the Class W Certificates in exchange for its the transfer to REMIC III of the Non-REMIC II Regular Interests Assets and will be the owner of Non-REMIC Fees to the CertificatesTrust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates R-I Interests representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates R-II Interests representing in the aggregate the entire beneficial ownership of REMIC II, (vc) the conveyance to the Trustee of the REMIC II III Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) R-III Interests representing in the aggregate the entire beneficial interest ownership of REMIC III, (d) the REMIC III Regular Certificates and the Class R Certificate, (e) the Class V Certificates representing in the aggregate the entire beneficial ownership of the Non-REMIC Assets and (f) the Class W Certificates representing in the aggregate the entire beneficial ownership of the Non-REMIC Fees. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Certificates. The parties hereto are entering into this Agreement, and the Class R-1Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC") and LaSalle Bank National Association, as seller ("LaSalle") and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class T Certificates as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests right to receive any Excess Interest (such right, and will be any amounts on deposit from time to time in the owner of the REMIC II Regular Interests and the Class R-2 Certificates. Thereafter on the Closing DateExcess Interest Sub-account (as hereinafter defined), the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the Certificates"Excess Interest Grantor Trust"). The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to REMIC III Certificates representing in the Trustee aggregate the entire beneficial ownership of the REMIC II Regular Interests III and (viD) the issuance to the Company of the Class T Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest of REMIC IIIin the Excess Interest Grantor Trust. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the Residual Certificates and the Class R-1T Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated June 7, 2005, as supplemented by a free writing prospectus dated March 7, 2006, as further supplemented by the free writing prospectuses dated March 13, 2006, March 16, 2006 and March 17, 2006 (together the "Free Writing Prospectus", and together with the Prospectus, the "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated March 17, 2006 (the "Prospectus Supplement", and together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-RC, Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class T Certificates will be offered for sale pursuant to a Private Placement Memorandum dated March 17, 2006. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest (other than the REMIC I IO Component Regular Interest and the REMIC I Non-IO Component Regular Interest) will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. Each of the REMIC I IO Component Regular Interest and the REMIC I Non-IO Component Regular Interest (each of which are Corresponding REMIC I Regular Interests with respect to the Ritz-▇▇▇▇▇▇▇ ▇▇▇▇ Passu Loan) will have a pass-through rate equal to the REMIC I Net Mortgage Rate of, and a "latest possible maturity date" set to the Maturity Date of, the Ritz-▇▇▇▇▇▇▇ ▇▇▇▇ Passu Loan. The REMIC I IO Component Regular Interest and the REMIC I Non-IO Component Regular Interest have an initial Certificate Balance equal to the principal balance of the ▇▇▇▇-▇▇▇▇▇▇▇ IO Component and the ▇▇▇▇-▇▇▇▇▇▇▇ Non-IO Component, respectively, in each case as of the Closing Date. The Class R-I Certificate will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class designation, the corresponding REMIC II Regular Interest (the "CORRESPONDING REMIC II REGULAR INTEREST") and the initial Certificate Balance or Notional Amount for each Class of Principal Balance Certificates and the Class X-RC Certificates (the "CORRESPONDING CERTIFICATES"). INITIAL REMIC II INITIAL CLASS REGULAR INTEREST CERTIFICATE CORRESPONDING CERTIFICATE CORRESPONDING BALANCE OR REMIC II BALANCE OR CERTIFICATES NOTIONAL AMOUNT REGULAR INTERESTS NOTIONAL AMOUNT ------------- --------------- ----------------- ---------------- Class A-1 $144,800,000 A-1 $144,800,000 Class A-1A $509,109,000 A-1A $509,109,000 Class A-2 $130,400,000 A-2 $130,400,000 Class A-3 $ 73,100,000 A-3 $ 73,100,000 INITIAL REMIC II INITIAL CLASS REGULAR INTEREST CERTIFICATE CORRESPONDING CERTIFICATE CORRESPONDING BALANCE OR REMIC II BALANCE OR CERTIFICATES NOTIONAL AMOUNT REGULAR INTERESTS NOTIONAL AMOUNT ------------- --------------- ----------------- ---------------- Class A-AB $149,000,000 A-AB $149,000,000 Class A-4 $905,453,000 A-4 $905,453,000 Class A-M $273,123,000 A-M $273,123,000 Class A-J $198,014,000 A-J $198,014,000 Class B $ 17,070,000 B $ 17,070,000 Class C $ 40,969,000 C $ 40,969,000 Class D $ 34,140,000 D $ 34,140,000 Class E $ 13,656,000 E $ 13,656,000 Class F $ 23,898,000 F $ 23,898,000 Class G $ 27,313,000 G $ 27,313,000 Class H $ 37,554,000 H $ 37,554,000 Class J $ 27,313,000 J $ 27,313,000 Class K $ 27,312,000 K $ 27,312,000 Class L $ 13,656,000 L $ 13,656,000 Class M $ 10,242,000 M $ 10,242,000 Class N $ 10,242,000 N $ 10,242,000 Class O $ 6,828,000 O $ 6,828,000 Class P $ 6,828,000 P $ 6,828,000 Class Q $ 13,657,000 Q $ 13,657,000 Class S $ 37,554,518 S $ 37,554,518 Class X-RC $ 64,000,000 X-RC $ 64,000,000 REMIC III The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder. INITIAL AGGREGATE REMIC III INTEREST INITIAL CERTIFICATE BALANCE OR FINAL SCHEDULED DESIGNATION PASS-THROUGH RATE(A) NOTIONAL AMOUNT DISTRIBUTION DATE(B) ------------------ -------------------- ---------------------- -------------------- Class A-1 5.124% $ 144,800,000 12/12/2010 Class A-1A 5.549% $ 509,109,000 01/12/2016 Class A-2 5.374% $ 130,400,000 02/12/2011 Class A-3 5.614% $ 73,100,000 11/12/2014 Class A-AB 5.565% $ 149,000,000 07/12/2015 Class A-4 5.561% $ 905,453,000 12/12/2015 Class A-M 5.610% $ 273,123,000 01/12/2016 Class A-J 5.641% $ 198,014,000 01/12/2016 Class B 5.641% $ 17,070,000 01/12/2016 Class C 5.641% $ 40,969,000 01/12/2016 Class D 5.641% $ 34,140,000 01/12/2016 Class E 5.641% $ 13,656,000 01/12/2016 Class F 5.641% $ 23,898,000 01/12/2016 Class G 5.641% $ 27,313,000 01/12/2016 Class H 5.641% $ 37,554,000 02/12/2016 Class J 5.641% $ 27,313,000 02/12/2016 Class K 5.641% $ 27,312,000 03/12/2016 Class L 5.162% $ 13,656,000 03/12/2016 Class M 5.162% $ 10,242,000 03/12/2016 Class N 5.162% $ 10,242,000 03/12/2016 Class O 5.162% $ 6,828,000 03/12/2016 Class P 5.162% $ 6,828,000 03/12/2016 Class Q 5.162% $ 13,657,000 03/12/2016 Class S 5.162% $ 37,554,518 12/12/2020 Class X 0.109% $2,731,231,518 08/12/2016 Class X-RC 0.465% $ 64,000,000 03/12/2016 Class R-III(c) N/A N/A N/A

PRELIMINARY STATEMENT. The Company at On the Closing Date is Date, the owner of Depositor will acquire the Mortgage Loans and the from [M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Inc., as seller (“MSMC”)], [and] [insert names of other property being conveyed by it to the Trustee for inclusion in the Trust Fundsellers]. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 [R-I] Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain (other assets and will be the owner of the REMIC I Regular Interests than any Excess Interest payable thereon) and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-2 [R-II] Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates and will be the owner Class A-3-1FL Regular Interest as consideration for its transfer of the REMIC II Regular Interests and to the Trust; (iv) the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the [A-3-1FL] Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Class A-3-1FL Regular Interests Interest to the Trust and will be for the owner Trustee, on behalf of the CertificatesTrust, entering into the Swap Contract and (v) the Class [EI] Certificates as consideration for its transfer of the Excess Interest to the Trust. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (iA) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 [R-I] Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiiB) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 [R-II] Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (vC) the conveyance to the Trustee of the REMIC II Regular Interests III Certificates and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 Certificates) A-3-1FL Regular Interest representing in the aggregate the entire beneficial interest ownership of REMIC III, (D) the Class [A-3-1FL] Certificates representing in the aggregate the entire beneficial ownership of the Class A-3-1FL Grantor Trust and (E) the Class [EI] Certificates representing in the aggregate the entire beneficial ownership of the Class EI Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class EI Grantor Trust for the benefit of the Class [EI] Certificates. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust are for the benefit of the Holders from time to time of the REMIC I Regular Interests Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the Class [EI] Certificates, the Residual Certificates, the Class A-3-1FL Regular Interest and the Swap Counterparty. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class [A-1], Class [A-1A], Class [A-2], Class [A-3-1FL], Class [A-3-1], Class [A-3-2], Class [A-AB], Class [A-4A], Class [A-4B], Class [X-2], Class [A-J], Class [B], Class [C] and Class [D] Certificates will be offered for sale pursuant to the prospectus (the “Prospectus”) dated _____, 20__, as supplemented by the free writing prospectus dated _____, 20__ (together with the Prospectus, the “Free Writing Prospectus”), and as further supplemented by the final prospectus supplement dated _____, 20__ (the “Prospectus Supplement,” and, together with the Prospectus, the “Final Prospectus Supplement”) and the Class R-1[X-1], Class [X-Y], Class [E], Class [F], Class [G], Class [H], Class [J], Class [K], Class [L], Class [M], Class [N], Class [O], Class [P] and Class [EI] Certificates will be offered for sale pursuant to a Private Placement Memorandum dated _____, 20__. Each REMIC I Regular Interest (a “Corresponding REMIC I Regular Interest”) will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest (other than the Group X-Y REMIC I Regular Interests) will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial “Certificate Balance”) equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a latest possible maturity date set to the Final Rated Distribution Date (as defined herein). Each Group X-Y REMIC I Regular Interest will relate to a specific Specially Designated Co-op Loan. Each Group X-Y REMIC I Regular Interest will have a Pass-Through Rate equal to the Class X-Y Strip Rate, an initial notional amount equal to the Scheduled Principal Balance as of the Cut-Off Date of the Specially Designated Co-op Loan to which such Group X-Y REMIC I Regular Interest relates, and a latest possible maturity date set to the Final Rated Distribution Date. Excess Interest shall be included as an asset of REMIC I. The Class [R-I] Certificates will be designated as the sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all Classes of REMIC I Regular Interests have been paid in full. The REMIC II Regular Interests have the pass-through rates and Certificate Balances or Notional Amount set forth in the definition thereof. The Class [R-II] Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class or Component designation, the corresponding REMIC II Regular Interest (the “Corresponding REMIC II Regular Interest”), the Corresponding Components of the Class [X-1] or Class [X-2] Certificates (the “Corresponding Components”) and the Original Class REMIC II Certificate Balance for each Class of Principal Balance Certificates (and in the case of the Class [A-3-1FL] Certificates, the Class A-3-1FL Regular Interest) (the “Corresponding Certificates”). Class [A-1] $ A-1-1 $ A-▇-▇ ▇-▇-▇ $ A-1-2 A-1-3 $ A-1-3 Class [A-1A] $ A-1A-1 $ A-1A-1 A-1A-2 $ A-1A-2 A-1A-3 $ A-1A-3 A-1A-4 $ A-1A-4 A-1A-5 $ A-1A-5 A-1A-6 $ A-1A-6 A-1A-7 $ A-1A-7 A-1A-8 $ A-1A-8 A-1A-9 $ A-1A-9 Class [A-2] $ A-2 $ A-2

PRELIMINARY STATEMENT. The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates Residual Interest from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 CertificatesResidual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Certificates Residual Interest from REMIC II the Trust as consideration for its transfer to REMIC II the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 CertificatesInterests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 CertificatesResidual Interests) and the Class R-3 Residual Interest from REMIC III the Trust as consideration for its transfer to REMIC III the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage LoansLoans and certain other assets, (ii) the conveyance issuance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (iii) the conveyance to the Trustee Trust of the REMIC I Regular Interests, (iv) the conveyance issuance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 Certificates Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (v) the conveyance to the Trustee Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 CertificatesResidual Interests) representing in the aggregate the entire beneficial interest of in REMIC III. All covenants and agreements made by the The Company is entering into this Agreement, and the Trustee herein with respect to the Mortgage Loans and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other property constituting than the assets of REMIC I are Junior Subordinate Certificates, have been offered for the benefit sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated December 19, 2002, of the Holders from time Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to time a Private Placement Memorandum, dated December 23, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate(1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 5.250% $ 92,301.49 December 2017 Class C-Y-2 Regular 5.750% 183,718.00 December 2032 Class C-Z-1 Regular 5.250% 184,701,580.88 December 2017 Class C-Z-2 Regular 5.750% 367,252,279.52 December 2032 Class I-X-M Regular 5.250%(2) -- December 2017 Class II-X-M Regular 5.750%(2) -- December 2032 Class III-X-M Regular 5.750%(2) -- December 2032 Class I-P-M Regular (3) 67,740.57 December 2017 Class II-P-M Regular (3) 301,758.66 December 2032 Class III-P-M Regular (3) 223,250.92 December 2032 Class R-1+ Residual 5.750% 100.00 December 2032 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I) The Company at Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the Closing Date is aggregate will evidence the owner entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundLoans. On the Closing Date, the Company Depositor will acquire (i) the REMIC I Regular Interests and the Class R-1 R-I Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of Trust Fund (excluding the REMIC I Regular Interests Contingent Interest, the Grantor Trust Collection Account and the Class R-1 Certificates. Thereafter on Grantor Trust Distribution Account) described in the Closing Date, the Company will acquire definition of "REMIC I"; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests and will be to the owner Trust Fund; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust Fund; and (iv) the interest of the Class R-2 Certificates. Thereafter on the Closing DateA-1, the Company will acquire the Certificates (other than the Class R-1 X and Class R-2 Certificates) from REMIC III V Certificates in the Grantor Trust as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be Contingent Interest to the owner of the CertificatesTrust Fund. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and (i) the conveyance to the Trustee issuance of the Mortgage Loans, (iia) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the III Certificates (other than the Class R-1 and Class R-2 Certificates) representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants III and agreements made by (ii) the Company creation of the Grantor Trust and the issuance of the Class V Certificates. REMIC I As provided herein, the Trustee herein with respect to will make the election described in Section 10.1 hereof for the segregated pool of assets consisting of the Mortgage Loans and certain related assets (excluding the other property constituting Contingent Interest, the assets Grantor Trust Collection Account and the Grantor Trust Distribution Account) to be treated for federal income tax purposes as a real estate mortgage investment conduit (a "REMIC" and, such particular segregated pool of assets, "REMIC I"). The REMIC I are Regular Interests will be designated as the "regular interests" in REMIC I and the Class R-I Certificates will be designated as the sole class of "residual interests" in REMIC I. A separate uncertificated REMIC I Regular Interest will be issued with respect to each Mortgage Loan. Each REMIC I Regular Interest will represent the right to receive principal corresponding to the initial Stated Principal Balance of a related Mortgage Loan and interest thereon at a remittance rate (the "REMIC I Remittance Rate") equal to the Net Mortgage Rate of the related Mortgage Loan in effect as of the Closing Date. For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each REMIC I Regular Interest shall be the Rated Final Distribution Date. The Class R-I Certificates will represent the sole class of residual interests in REMIC I for purposes of the REMIC Provisions and will have no principal balances and no remittance rate, but will be entitled to receive on each Distribution Date any portion of the Available Funds for such Distribution Date not otherwise deemed distributed on the REMIC I Regular Interests. REMIC II As provided herein, the Trustee will make the election described in Section 10.1 hereof for the benefit segregated pool of the Holders from time to time assets consisting of the REMIC I Regular Interests to be treated for federal income tax purposes as a separate REMIC (such particular pool of assets, "REMIC II"). The REMIC II Regular Interests will be designated as representing the "regular interests" in REMIC II and the Class R-1R-II Certificates will be designated as representing the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. Fifteen separate uncertificated classes of REMIC II Regular Interests will be issued and are designated as the "regular interests" in REMIC II. The following table irrevocably sets forth the designation and initial Uncertificated Principal Balance for each REMIC II Regular Interest. The initial Uncertificated Principal Balances, the Uncertificated Principal Balances as of any date subsequent to the first Distribution Date, and the REMIC II Remittance Rates, for each Class of REMIC II Regular Interests shall be derived from the Certificate Balances and Pass-Through Rates on the Classes of REMIC III Regular Certificates in the manner set forth in the following table. For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" of each REMIC II Regular Interest shall be the Rated Final Distribution Date. The Class R-II Certificates will have no principal balances and no remittance rate, but will be entitled to receive on each Distribution Date any portion of the REMIC II Distribution Amount for such Distribution Date not otherwise deemed distributed on the REMIC II Regular Interests. -------------------------------------------------------------------------------- Initial Uncertificated Uncertificated REMIC II Designation Principal Balance Principal Balance(1) Remittance Rate -------------------------------------------------------------------------------- Class A-1-II Interest $ 277,000,000.00 0.0001% x A-1 6.23000% (3) -------------------------------------------------------------------------------- Class A-2-II Interest $ 581,412,000.00 0.0001% x A-2 6.49000% (3) -------------------------------------------------------------------------------- Class B-II Interest $ 59,611,000.00 0.0001% x B 6.60000% (3) -------------------------------------------------------------------------------- Class C-II Interest $ 59,612,000.00 0.0001% x C 6.76000% (3) -------------------------------------------------------------------------------- Class D-II Interest $ 62,593,000.00 0.0001% x D 7.15000% -------------------------------------------------------------------------------- Class E-II Interest $ 20,862,000.00 0.0001% x E (4) -------------------------------------------------------------------------------- Class F-II Interest $ 53,650,000.00 0.0001% x F 6.23000% (3) -------------------------------------------------------------------------------- Class G-II Interest $ 11,923,000.00 0.0001% x G 6.21000% (3) -------------------------------------------------------------------------------- Class H-II Interest $ 8,942,000.00 0.0001% x H 6.21000% (3) -------------------------------------------------------------------------------- Class J-II Interest $ 14,905,000.00 0.0001% x J 6.21000% (3) -------------------------------------------------------------------------------- Class K-II Interest $ 8,939,000.00 0.0001% x K 6.21000% (3) -------------------------------------------------------------------------------- Class L-II Interest $ 11,924,000.00 0.0001% x L 6.21000% (3) -------------------------------------------------------------------------------- Class M-II Interest $ 8,940,000.00 0.0001% x M 6.21000% (3) -------------------------------------------------------------------------------- Class N-II Interest $ 11,925,941.31 0.0001% x N 6.21000% (3) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Class WAC-II Interest $1,192,237,749.03 99.9999% x SPB (2) (5) --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Company at Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined below). The Mortgage Loans will be serviced pursuant to the terms of this Agreement. The Depositor hereby assigns to the Trustee, acting on behalf of the Certificateholders, its interests and rights in the Mortgage Loans. On the Closing Date is Date, the owner Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trustee of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in constituting the Trust Fund. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Certificates. Thereafter on the Closing Date, the Company will acquire ; (ii) the REMIC II Regular Interests and the Class R-2 R-II Certificates from REMIC II as consideration for its transfer to REMIC II of the REMIC I Regular Interests to the Trustee; and will be (iii) the owner REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests and to the Class R-2 Certificates. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Certificates) from REMIC III as consideration for its transfer to REMIC III of the REMIC II Regular Interests and will be the owner of the CertificatesTrustee. The Company Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (ia) the conveyance to the Trustee of the Mortgage Loans, (ii) the conveyance to the Company of the REMIC I Regular Interests and the issuance to the Company of the Class R-1 R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (iiib) the conveyance to the Trustee of the REMIC I Regular Interests, (iv) the conveyance to the Company of the REMIC II Regular Interests and the issuance to the Company of the Class R-2 R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, II and (vc) the conveyance to the Trustee of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class R-1 and Class R-2 III Certificates) , representing in the aggregate the entire beneficial interest ownership of REMIC III. All covenants and agreements made by the Company Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I Trust Fund are for the benefit of the Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, and the Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The following sets forth the Class designation, Pass-Through Rate, and Original Class Balance (or Notional Amount) for each Class of REMIC I Regular Interests and the Class R-1R-I Certificate comprising the interests in REMIC I, each Class of REMIC II Regular Interests and the Class R-II Certificate comprising the interests in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Interest (a "Corresponding REMIC I Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Interest will have a Pass-Through Rate equal to the Remittance Rate of the related Mortgage Loan as of the Cut-off Date, and an initial principal balance (the initial "Class Balance") equal to the Scheduled Principal Balance as of the Cut-off Date of the Mortgage Loan to which the Corresponding REMIC I Interest relates. The Class R-I Certificate will 15 be designated as the sole class of residual interests in REMIC I and will have no Class Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all classes of REMIC I Regular Interests have been paid in full. REMIC II Each REMIC II Regular Interest has the Pass-Through Rate and Class Balance set forth in the definition thereof. The Class R-II Certificate will be designated as the sole class of residual interests in REMIC II and will have no Class Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III The following table sets forth the designation, Pass-Through Rate and Original Class Balance (or in the case of Class X, Notional Amount) for each Class of Certificates comprising the interests in the Trust Fund created hereunder and each Class of REMIC III Certificates comprising the interests in REMIC III. Class Original Class Designation Pass-Through Rate Balance/Notional Amount ------------------------------------------------------------------------------------------ Class A1 6.73% $147,300,000 Class A2 7.18% 40,000,000 Class A3 7.19% 141,558,000 Class B 7.24%(2) 24,004,000 Class C 7.27%(2) 12,002,000 Class D 7.32%(2) 21,604,000 Class E 7.44%(2) 26,405,000 Class F 7.64%(2) 9,601,000 Class X(1) (3) 480,085,034 Class G 7.00% 31,206,000 Class H 7.00% 4,801,000 Class J 7.00% 7,201,000 Class K 7.00% 2,400,000 Class L 7.00% 12,003,034 Class R-I NA NA Class R-II NA NA Class R-III NA NA -------------------------