Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated “the sole class of “residual interestsregular interest” in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish “residual interest” in each of REMIC I and maintain the ES Trust, which shall issue the REMIC II. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the “residual interest” in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Stated Principal due on or before the Cut-off Date, of approximately $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively1,299,276,242. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller and the Underlying Certificates from the Underlying Certificates Seller. On the Closing Date, the Depositor will sell the Mortgage Loans Loans, the Underlying Certificates and certain other property to the related Trust Fund and receive in consideration therefor the related Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC I and the Class IR-R-1 Certificates I Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC II and the Class IIR-R Certificates II Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC III and the Class IR-R-2 III Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 R Certificates will represent beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class IIR-R Certificates) and III Interest. The Trustee will elect to treat the corpus segregated pool of which shall consist assets consisting of, among other things, the percentage interest of the Underlying Certificates set forth herein as a REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust and such segregated pool of assets will qualify be designated as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the REMIC IV. The Class II-R Certificates) Certificates will be treated as direct beneficial ownership represent the sole class of each individual, uncertificated "residual interests" in REMIC III Regular Interest or Class I-R-2 Interest held by IV for purposes of the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC Provisions. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44183,539,285.25. The initial principal amount of the Mortgage Pass-Through Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will Underlying Certificates have an Outstanding Principal Balance aggregate outstanding principal amount as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of Closing Date equal to $175,129,610.94159,959,712.75. The Group II Mortgage Loans will have an Outstanding Principal Balance as initial principal amount of the CutRe-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I REMIC Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:will not exceed such outstanding principal amount.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear ▇▇▇▇▇▇▇ Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I VI Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-6 Certificate will be designated the “regular "residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC V Regular Certificates will be designated "regular interests" in such REMIC and the Class I-R-1 R-5 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-4 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class II-R R-2 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC III Regular Interests and the Class R-1 Certificates will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44524,129,196.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the Code"residual interest" in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)IV. The Mortgage Loans Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44441,571,494.71. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively690,096,325.67. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.441,346,558,186. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively952,627,478. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificatestherefor, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44812,377,915.14. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.442,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master ServicerSecurities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class III-R-2 Interest Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain make an election for the ES Trustassets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, which shall issue the Regular Certificates (other than the Class I-R-1 Certificates will be designated “regular interests” in such REMIC, and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 R-3 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership designated the sole class of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which “residual interests” in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal BalanceREMIC. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94171,076,692.91. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50264,124,403.03. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all related Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94973,234,541. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all related Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively279,350,336. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On April 1, 2003 the Seller formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the Seller▇▇▇▇▇▇▇▇▇. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class I-R-1 Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Balance and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect Closing Date pursuant to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelySection 2.01(a). In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, ▇▇▇▇▇▇▇▇▇, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively602,048,805. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the Code"residual interest" in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group IIIV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94433,101,502.12. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively378,339,472.62. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the Code"residual interest" in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)IV. The Mortgage Loans Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off DateDate and including the Pre-Funded Amount with respect to Loan Group I, of $299,959,137.44515,263,887.83. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off DateDate and including the Pre-Funded Amount with respect to Loan Group II, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively812,842,110.55. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44632,190,222.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates (other than the Class R Certificates and exclusive, in the case of the Class I-A-1 Certificates and Class I-A-2 Certificates, of any right to receive payments in respect of the Basis Risk Shortfall Carryover Amount or, in the case of the Class I-X Certificates, of any obligation to make payments in respect of the Basis Risk Shortfall Carryover Amount) will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44493,289,027.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94347,104,287.97. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively146,184,739.47. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.441,173,972,520. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the Code“residual interest” in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated “residual interest” in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group IIIV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94694,740,344.38. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively427,482,500.22. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. [On or prior to the Closing Date, the Depositor Initial Beneficial Holder has acquired the Mortgage Loans from the Seller. [ ].] On the Closing Date, the Depositor Initial Beneficial Holder will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. [ ] will be the Master Servicer for the Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On [ ], 200[ ] (the "Startup Day"), all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificates will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1, Class R-2 and Class X Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf Each component of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes Class X Certificates as described in Section 5.01 (each, a REMIC. On the Startup Day, the REMIC II Regular Interests "Separate Component") will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the "regular interest" in REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). I. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Off Date, of $299,959,137.44[ ]. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorInitial Beneficial Holder, the Master Servicer, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fundto be created hereunder. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of the Trust shall make an election for the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets constituting as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes as a REMICof the REMIC Provisions under federal income tax law. On The Latest Possible Maturity Date for each REMIC I Regular Interest is the Startup Day, Rated Final Distribution Date. None of the REMIC I Regular Interests will be designated certificated. REMIC II -------- As provided herein, the “regular interests” in such REMICTrustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the Class I-R-1 Certificates such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax purposes as a REMIClaw. On The following table sets forth the Startup Daydesignation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:certificated.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class IR-R-1 I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates (other than the Class R Certificates) will be designated the “regular interests” in such REMIC, REMIC and the Class IIR-R II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44477,982,017.28. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.9438,197,547.60. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50112,259,020.28. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $80,368,634.66. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $106,181,764.86. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $140,975,049.88. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of the Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMICcertificated. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC II Regular Interests Trustee will be designated elect to treat the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the ES Trust will qualify as a grantor trust under Subpart E, part I sole class of subchapter J of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and thateach Class of the Regular Certificates (or, to in the fullest extent possible, beneficial ownership case of a Certificate (other than the Class I-R-1 Certificates X Certificates, each Class X Component thereof), the Class A-2FL REMIC II Regular Interest and the Class II-R Certificates) A-4L REMIC II Regular Interest, will be treated designated as direct beneficial ownership a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each individual, uncertificated Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC III I Regular Interest or (the "Corresponding REMIC I Regular Interest") for each Class I-R-2 Interest held by of Sequential Pay Certificates; and (iv) the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding initial REMIC I Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44each such Corresponding REMIC I Regular Interest. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group Corresponding Class Original Class REMIC I and Loan Group II. The Group Initial REMIC I Mortgage Loans will have an Outstanding Designation Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Regular Interest Principal Balance as of the Cut-------------- ----------------- ---------------- ----------------- Class A-1 $ 98,700,000 LA-1 $ 98,700,000 Class A-1D $ 75,000,000 LA-1D $ 75,000,000 Class A-2 $ 96,600,000 LA-2 $ 96,600,000 Class A-2FL(1) $ 100,000,000 LA-2FL $ 100,000,000 Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------- ----------------- ---------------- ----------------- Class A-3 $ 44,677,000 LA-3 $ 44,677,000 Class A-4FL(2) $ 300,000,000 LA-4FL $ 300,000,000 Class A-5 $ 50,000,000 LA-5 $ 50,000,000 Class A-off Date, after deducting all Scheduled Principal due on or before the CutSB $ 176,000,000 LA-off Date, of SB $ 176,000,000 Class A-6 $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:1,069,709,000 LA-6 $1,069,709,000 Class A-1A $ 140,930,000 LA-1A $ 140,930,000 Class AM $ 307,374,000 ▇▇▇ $ 307,374,000 Class AJ $ 234,372,000 LAJ $ 234,372,000 Class B $ 53,791,000 LB $ 53,791,000 Class C $ 26,895,000 LC $ 26,895,000 Class D $ 53,790,000 LD $ 53,790,000 Class E $ 30,738,000 LE $ 30,738,000 Class F $ 53,790,000 LF $ 53,790,000 Class G $ 30,738,000 LG $ 30,738,000 Class H $ 34,579,000 LH $ 34,579,000 Class J $ 7,685,000 LJ $ 7,685,000 Class K $ 11,526,000 LK $ 11,526,000 Class L $ 11,527,000 LL $ 11,527,000 Class M $ 3,842,000 LM $ 3,842,000 Class N $ 7,684,000 LN $ 7,684,000 Class P $ 11,527,000 LP $ 11,527,000 Class Q $ 42,275,461 LQ $ 42,275,461

PRELIMINARY STATEMENT. On or prior The Sponsor intends to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fundto be created hereunder. The Trustee on behalf As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the Trust shall make an election for the Mortgage Loans and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. Each of the REMIC I Regular Interests will relate to a specific Mortgage Loan. Each such REMIC I Regular Interest will have: (i) subject to adjustment as provided herein, a REMICREMIC I Remittance Rate equal to the Net Mortgage Rate as of the Closing Date of the related Mortgage Loan; and (ii) an initial Uncertificated Principal Balance equal to the Cut-off Date Balance of the related Mortgage Loan. On The Legal Final Distribution Date for each REMIC I Regular Interest is the Startup Day, first Distribution Date following such Mortgage Loan's Stated Maturity Date. None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMICREMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the Class I-R-1 Certificates such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax purposes law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Legal Final Distribution Date for each REMIC II Regular Interest is the first Distribution Date following the Stated Maturity Date of the Mortgage Loan that has, as a REMICof the Closing Date, the latest Stated Maturity Date. On the Startup Day, None of the REMIC II Regular Interests will be designated certificated. Initial REMIC II Uncertificated Designation Remittance Rate Principal Balance ----------- --------------- ----------------- A-1 Variable (1) $ 205,079,000 A-2 Variable (1) $ 514,190,000 B Variable (1) $ 47,951,000 C Variable (1) $ 58,046,000 D Variable (1) $ 60,570,000 E Variable (1) $ 37,856,000 F Variable (1) $ 12,619,000 G Variable (1) $ 25,238,000 H Variable (1) $ 7,571,000 J Variable (1) $ 15,143,000 K Variable (1) $ 7,571,000 L Variable (1) $ 17,666,069 --------------- (1) Calculated in accordance with the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class definition of “residual interests” in such REMIC"REMIC II Remittance Rate". The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC III Regular Interests Administrator will be designated elect to treat the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist assets consisting of the REMIC III II Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC III". The Class R-III Certificates will represent the ES Trust will qualify as a grantor trust under Subpart E, part I sole class of subchapter J of chapter 1 "residual interests" in REMIC III for purposes of the CodeREMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class IPass-R-1 Certificates Through Rate and the initial Class II-R Certificates) will be treated as direct beneficial ownership Principal Balance for each of each individual, uncertificated the Classes of REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)Certificates. The Legal Final Distribution Date for each Class of REMIC III Regular Certificates is the first Distribution Date following the Stated Maturity Date of the Mortgage Loans will have an Outstanding Principal Balance Loan that has, as of the Cut-off Closing Date, after deducting all Scheduled Principal due on or before the Cut-off latest Stated Maturity Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively782,026,532. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Mortgage Loan Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44____________. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Mortgage Loan Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter Group 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44182,325,877.42. The initial principal amount of the Group 1 Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I 2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94278,279,128.40. The initial principal amount of the Group 2 Certificates will not exceed such Outstanding Principal Balance. The Group II 3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50147,552,425.71. The initial principal amount of the Group 3 Certificates will not exceed such Outstanding Principal Balance. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to 4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $27,558,469.77. The initial principal amount of the Group I 4 Certificates will not exceed such Outstanding Principal Balance. The Group 5 Mortgage Loans and Group II Mortgage Loans, respectively. In consideration will have an Outstanding Principal Balance as of the mutual agreements herein containedCut-off Date, after deducting all Scheduled Principal due on or before the DepositorCut-off Date, of $44,190,605.12. The initial principal amount of the Master Servicer, the Seller and the Trustee agree as follows:Group 5 Certificates will not exceed such Outstanding Principal

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes ARD Loan Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMICcertificated. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC II Regular Interests Trustee will be designated elect to treat the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the ES Trust will qualify as a grantor trust under Subpart E, part I sole class of subchapter J of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and that, to each Class of the fullest extent possible, beneficial ownership Regular Certificates (or in the case of a Certificate (other than the Class I-R-1 Certificates X Certificates, each Class X Component thereof), the Class A-2FL REMIC II Regular Interest and the Class IIAJ-R Certificates) FL REMIC II Regular Interest will be treated designated as direct beneficial ownership a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each individual, uncertificated Class of Regular Certificates; (ii) the Original Class Principal Balance or Original Class Notional Amount for each Class of Regular Certificates; (iii) the corresponding REMIC III I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Regular Certificates (exclusive of the Class X Certificates); and (iv) the initial REMIC I Principal Balance or REMIC I Notional Amount, as applicable, of each such Corresponding REMIC I Regular Interest. Corresponding Class IOriginal Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest(s) Principal Balance ---------------- ----------------- ------------------- ----------------- Class A-1 $27,682,000 LA-1 $27,682,000 Class A-2 $170,430,000 LA-2 $170,430,000 Class A-2FL(1) $150,000,000 LA-2FL $150,000,000 Class A-3 $60,689,000 LA-3 $60,689,000 Class A-4 $728,987,000 LA-4 $728,987,000 Class A-1A $364,360,000 LA-1A $364,360,000 Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest(s) Principal Balance ---------------- ----------------- ------------------- ----------------- Class AM $214,593,000 LAM $214,▇▇3,000 Class AJ $107,403,000 LAJ $107,403,000 Class AJ-R-2 FL(2) $75,000,000 LAJ-FL $75,000,000 Class B $42,919,000 LB $42,919,000 Class C $16,094,000 LC $16,094,000 Class D $34,872,000 LD $34,872,000 Class E $18,776,000 LE $18,776,000 Class F $24,142,000 LF $24,142,000 Class G $24,142,000 LG $24,142,000 Class H $26,824,000 LH $26,824,000 Class J $5,365,000 LJ $5,365,000 Class K $5,365,000 LK $5,365,000 Class L $5,364,000 LL $5,364,000 Class M $5,365,000 LM $5,365,000 Class N $5,365,000 LN $5,365,000 Class P $5,365,000 LP $5,365,000 Class Q $26,824,359 LQ $26,824,359 Class Y $795,033 LY $795,033 Class X $2,145,926,359* N/A N/A * Original Notional Amount ________________________ (1) The Class A-2FL REMIC II Regular Interest held by will have the ES Trust for which such Certificate is designated same designation, Original Class Principal Balance and Corresponding REMIC I Regular Interest as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:Class A-2FL Certificates.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44614,060,537.79. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.9496,534,500.33. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50432,329,945.28. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $50,877,278.61. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $34,318,813.57. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44720,481,997.61, which is deemed to include the Pre-Funded Amount. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94285,255,642.22, which is deemed to include the related Pre-Funded Amount. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50276,871,271.42, which is deemed to include the related Pre-Funded Amount. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of 64,802,805.06, which is deemed to include the related Pre-Funded Amount. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $93,552,278.91. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class IIR-R Certificates) IV Certificate will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by designated the ES Trust for which "residual interest" in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group IIREMIC. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94550,229,047.69. The initial principal amount of the Group I Certificates (excluding the Class R-I Certificate) will not exceed such Outstanding Principal Balance. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50286,298,934.60. The Group I Certificates and initial principal amount of the Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelywill not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” single "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I and maintain the ES Trust, which shall issue the REMIC II. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively510,658,032.44. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Stearns Mortgage Capital Corporation ("BSMCC"). On the ▇▇ ▇he Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I IV Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-4 Certificate will be designated the “regular "residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class I-R-1 R-3 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class II-R R-2 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC III Regular Interests and the Class R-1 Certificates will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,154,784,435.69. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class IR-R-1 I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class IIR-R II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates (other than the Class R Certificates) will be designated the “regular interests” in such REMIC, and the Class IR-R-2 Interest III Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44$ 842,314,915.51. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94579,168,834.59. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively$ 263,146,080.92. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:V.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerBear ▇▇▇▇▇▇▇ Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-1 Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Class R-3 Certificate will be designated "regular interests" in such REMIC III Regular Interests and the Class R-3 Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $175,129,610.94190,838,660. The initial principal amount of the Group I Certificates will not exceed such Outstanding Principal Balance. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $124,829,526.50101,587,265. The Group I Certificates and initial principal amount of the Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelywill not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of the Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMICcertificated. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC II Regular Interests Trustee will be designated elect to treat the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the ES Trust will qualify as a grantor trust under Subpart E, part I sole class of subchapter J of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and thateach Class of the Regular Certificates (or, to in the fullest extent possible, beneficial ownership case of a Certificate (other than the Class I-R-1 Certificates and the X Certificates, each Class II-R CertificatesX Component thereof) will be treated designated as direct beneficial ownership a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each individual, uncertificated Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC III I Regular Interest or (the "Corresponding REMIC I Regular Interest") for each Class I-R-2 Interest held by of Sequential Pay Certificates; and (iv) the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding initial REMIC I Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44each such Corresponding REMIC I Regular Interest. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group -------------------------- ------------------------ ------------------------------- ---------------------------------------- Corresponding Class Original Class REMIC I and Loan Group II. The Group Initial REMIC I Mortgage Loans will have an Outstanding Designation Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Regular Interest Principal Balance as of the Cut-------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1 $ 53,845,000 LA-1 $ 53,845,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-2 $ 88,159,000 LA-2 $ 88,159,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-3 $ 54,481,000 LA-3 $ 54,481,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-off Date, after deducting all Scheduled SB $ 91,905,000 LA-SB $ 91,905,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-4 $ 734,750,000 LA-4 $ 734,750,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1A $ 265,873,000 LA-1A $ 265,873,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AM $ 184,145,000 ▇▇▇ $ 184,145,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- -------------------------- ------------------------ ------------------------------- ---------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:Balance Regular Interest Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AJ $ 138,108,000 LAJ $ 138,108,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class B $ 36,829,000 LB $ 36,829,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class C $ 16,113,000 LC $ 16,113,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class D $ 32,225,000 LD $ 32,225,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class E $ 18,415,000 LE $ 18,415,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class F $ 29,923,000 LF $ 29,923,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class G $ 18,415,000 LG $ 18,415,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class H $ 20,716,000 LH $ 20,716,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class J $ 9,207,000 LJ $ 9,207,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class K $ 4,604,000 LK $ 4,604,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class L $ 6,905,000 LL $ 6,905,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class M $ 2,302,000 LM $ 2,302,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class N $ 4,604,000 LN $ 4,604,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class P $ 4,603,000 LP $ 4,603,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class Q $ 25,320,786 LQ $ 25,320,786 -------------------------- ------------------------ ------------------------------- ----------------------------------------

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMICcertificated. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC II Regular Interests Trustee will be designated elect to treat the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of a Class of Class X Certificates, each Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each Corresponding REMIC I Regular Interest. -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1 $ 67,693,000 LA-1-1 $ 3,982,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1-2 $ 5,335,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1-3 $ 31,725,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1-4 $ 26,651,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-2 $ 346,500,000 LA-2-1 $ 9,690,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-2 $ 36,124,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-3 $ 35,474,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-4 $ 34,527,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-5 $ 33,892,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-6 $ 188,826,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-2-7 $ 7,967,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-3 $ 47,661,000 LA-3 $ 47,661,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-SB $ 100,000,000 LA-SB-1 $ 87,654,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-SB-2 $ 12,346,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-4 $ 526,039,000 LA-4-1 $ 14,571,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-2 $ 25,824,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-3 $ 24,738,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-4 $ 56,508,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-5 $ 22,522,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-6 $ 25,019,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-4-7 $ 356,857,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1A $ 128,700,000 LA-1A-1 $ 351,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-2 $ 460,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-3 $ 2,595,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-4 $ 2,987,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-5 $ 2,953,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-6 $ 2,926,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- -2- -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-7 $ 2,968,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-8 $ 2,928,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-9 $ 2,798,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-10 $ 2,762,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-11 $ 2,640,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-12 $ 2,607,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-13 $ 2,493,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-14 $ 6,980,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-15 $ 2,240,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-16 $ 2,194,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LA-1A-17 $ 85,818,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AM $ 173,800,000 ▇▇▇ $ 173,800,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AJ $ 115,142,000 LAJ $ 115,142,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class B $ 36,932,000 LB $ 36,932,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class C $ 15,208,000 LC-1 $ 572,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LC-2 $ 8,773,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LC-3 $ 5,863,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class D $ 32,587,000 LD-1 $ 3,721,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LD-2 $ 10,332,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LD-3 $ 9,914,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LD-4 $ 8,620,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class E $ 19,553,000 LE-1 $ 942,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- -3- -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- LE-2 $ 11,589,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LE-3 $ 7,022,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class F $ 28,242,000 LF-1 $ 14,652,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LF-2 $ 13,590,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class G $ 17,380,000 LG-1 $ 1,292,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LG-2 $ 15,647,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LG-3 $ 441,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class H $ 21,725,000 LH-1 $ 6,803,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LH-2 $ 14,922,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class J $ 6,518,000 LJ $ 6,518,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class K $ 8,690,000 LK-1 $ 5,218,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- LK-2 $ 3,472,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class L $ 6,517,000 LL $ 6,517,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class M $ 4,345,000 LM $ 4,345,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class N $ 4,345,000 LN $ 4,345,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class P $ 8,690,000 LP $ 8,690,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class Q $ 21,725,951 LQ $ 21,725,951 -------------------------- ------------------------ ------------------------------- ---------------------------------------- The Non-Trust Loans (which term includes each B-Note Non-Trust Loan, each Westchester Subordinate Non-Trust Loan and the Westchester Pari Passu Non-Trust Loan) are not part of the Trust Fund, but each is secured by the same Mortgage on the same Mortgaged Property that also secures the ES related Trust Mortgage Loan (which is either an A-Note Trust Mortgage Loan (in the case of a B-Note Non-Trust Loan) or the Westchester Trust Mortgage Loan (in the case of a Westchester Subordinate Non-Trust Loan or the Westchester Pari Passu Non-Trust Loan) and is part of the Trust Fund). As and to the extent provided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loan is generally subordinate to the related A-Note Trust Mortgage Loan. As and to the extent provided in the related Loan Combination Intercreditor Agreement, the Westchester Subordinate Non-Trust Loans are subordinate in right of payment and in other respects to, and the Westchester Pari Passu Non-Trust Loan is pari passu in right of payment and in other respects with, the Westchester Trust Mortgage Loan. As and to the extent provided herein and in the related Loan Combination Intercreditor Agreement, the Non-Trust Loans will qualify be serviced and administered in accordance with this Agreement. Amounts attributable to the Non-Trust Loans shall not be assets of the Trust Fund, and shall be owned by the related Non-Trust Noteholders. The portion of the Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Account and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust under Subpart Efor federal income tax purposes, part I of subchapter J of chapter 1 and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Code, Trust Fund consisting of (i) the Excess Servicing Strip and that, (ii) amounts held from time to time in the fullest extent possible, beneficial ownership of a Certificate (other than Collection Account that represent the Class I-R-1 Certificates and the Class II-R Certificates) will Excess Servicing Strip shall be treated as direct beneficial ownership of each individuala grantor trust for federal income tax purposes, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which and such Certificate is grantor trust will be designated as "Grantor Trust E". As provided herein, the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as Trustee shall take all actions reasonably necessary to ensure that each of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount respective portions of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Trust Fund consisting of Grantor Trust Z and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage LoansGrantor Trust E, respectively, maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44776,189,477.96. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94184,748,200.74. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50249,105,444.69. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $53,812,895.18. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $247,020,207.36. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $41,502,729.99. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Datesell mortgage pass-through certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets constituting REMIC I subject to be treated for federal income tax purposes this Agreement as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC I." The Class R-I Residual Interest will represent the ES Trust sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law, and will qualify be represented by the Class R-I Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a grantor trust under Subpart EREMIC for federal income tax purposes, part I and such segregated pool of subchapter J assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and that, to each Class of the fullest extent possible, beneficial ownership Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of a Certificate (other than the REMIC Provisions under federal income tax law. The following table sets forth the Class I-R-1 or Component designation, the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the REMIC I Principal Balance, the Corresponding Components of the Class X Certificates and the Original Class II-R Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii"). The Mortgage Loans will have an Outstanding Corresponding Original Class REMIC I REMIC I Corresponding Corresponding Principal Regular Principal Components of Class Certificates Balance as (1) Interests Balance X Certificates (1) Class A-1 $ LA-1-1 $ X-A-1-1 LA-1-2 $ X-A-1-2 Class A-2 $ LA-2-1 $ X-A-2-1 LA-2-2 $ X-A-2-2 Corresponding Original Class REMIC I REMIC I Corresponding Corresponding Principal Regular Principal Components of the CutClass Certificates Balance (1) Interests Balance X Certificates (1) LA-2-off Date, after deducting all Scheduled Principal due on or before the Cut3 $ X-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the CutA-2-off Date, after deducting all Scheduled Principal due on or before the Cut3 Class A-3 $ LA-3-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut1 $ X-off Date, after deducting all Scheduled Principal due on or before the CutA-3-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:1 LA-3-2 $ X-A-3-2 LA-3-3 $ X-A-3-3 Class A-4 $ LA-4-1 $ X-A-4-1 LA-4-2 $ X-A-4-2 LA-4-3 $ X-A-4-3 Class B $ LB $ X-B Class C $ LC $ X-C Class D $ LD $ X-D Class E $ LE $ X-E Class F $ LF-1 $ X-F-1 LF-2 $ X-F-2 Class G $ LG-1 $ X-G-1 LG-2 $ X-G-2 Class H $ LH-1 $ X-H-1 LH-2 $ X-H-2 Class J $ LJ-1 $ X-J-1 LJ-2 $ X-J-2 Class K $ LK $ X-K Class L $ LL $ X-L Class M $ LM $ X-M Class N $ LN $ X-N Class O $ LO $ X-O

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44740,955,084.07. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94416,085,999.99. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50233,610,519.69. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and Group II Mortgage Loanswill have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $91,258,564.39. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44636,154,204. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the SellerSeller and Master Funding LLC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the Subsequent Transfer Date, the Depositor will acquire the Group II Subsequent Mortgage Loans, which will be sold to the Trust Fund on the Subsequent Transfer Date. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class IR-R-1 I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class IIR-R II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class IR-R-2 Interest III Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 of the CodeRegular Certificates will be designated the “regular interests” in such REMIC, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class IIR-R Certificates) IV Certificates will be treated as direct beneficial ownership designated the sole class of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which “residual interests” in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Loans (excluding the Group II Subsequent Mortgage Loans) will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44962,245,417.48. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Balance plus the Group I and Loan Group IIII Pre-Funded Amount. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94389,838,258.16. The Group II Mortgage Loans (excluding the Group II Subsequent Mortgage Loans and the Group II Pre-Funded Amount) will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively572,407,159.32. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class I-R-2 REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the sole class of “residual interests” "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I, REMIC II, REMIC III and maintain the ES Trust, which shall issue the REMIC IV. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit V. The Group I Loans will have an Outstanding Principal Balance as of the Holders Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)$575,842,082.76. The Sub-Loan Group II-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44166,048,631.89. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Sub-Loan Group I and Loan Group II. The Group I II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94468,911,690.78. The Sub-Loan Group II II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively59,122,216.39. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On March 29, 2004 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2004-1, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated March 29, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-1 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller▇▇▇▇▇▇▇▇▇. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class I-R-1 Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class II-R Certificates R-2 Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,106,707,889.20. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Balance and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect Closing Date pursuant to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelySection 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, ▇▇▇▇▇▇▇▇▇, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively817,715,039. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates REMIC IV Regular Interests will be designated "regular interests" in such REMIC and the Class IIR-R Certificates) IV Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as direct beneficial ownership of each individuala REMIC. On the Startup Day, uncertificated the REMIC III V Regular Interest or Interests will be designated "regular interests" in such REMIC and the Class IR-R-2 Interest held by V Certificate will be designated the ES Trust for which "residual interest" in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.442,001,723,769.88. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:due

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class II-R Certificates R-1 Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class I-R-2 Interest Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44243,340,462.01. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94120,925,950.59. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50122,414,511.42. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class I-R-2 REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the sole class of “residual interests” "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I, REMIC II, REMIC III and maintain the ES Trust, which shall issue the REMIC IV. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit V. The Group I Loans will have an Outstanding Principal Balance as of the Holders Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of such Certificates$657,628,597.80. It is intended, for federal income tax purposes, that the ES Trust The Loan Group II Loans will qualify have an Outstanding Principal Balance as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the CodeCut-off Date, and thatafter deducting all Scheduled Principal due on or before the Cut-off Date, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)$509,494,314.67. The Loan Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively214,857,588.60. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class I-R-2 Interest REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC V to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC V Regular Interests will be designated “regular interests” in such REMIC. The Securities Administrator on behalf of the CodeTrustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC VI Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the “residual interest” in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the “residual interest” in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:VI.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class II-R R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, and the Class I-R-2 Interest Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain make an election for the ES Trustassets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III IV Regular Interests will be designated "regular interests" in such REMIC, and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 R-3 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership designated the sole class of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which "residual interests" in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44205,079,914.43. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.9482,441,600.62. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50122,638,313.81. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class I-R-2 REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the sole class of “residual interests” "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I, REMIC II, REMIC III and maintain the ES Trust, which shall issue the REMIC IV. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Holders Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of such Certificates$671,932,306. It is intended, for federal income tax purposes, that the ES Trust The Sub-Loan Group II-1 Loans will qualify have an Outstanding Principal Balance as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the CodeCut-off Date, and thatafter deducting all Scheduled Principal due on or before the Cut-off Date, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)$98,646,361. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44504,515,693. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Sub-Loan Group I and Loan Group II. The Group I II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94258,405,410. The Sub-Loan Group II II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively116,754,970. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. V. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94390,231,873.76. The Sub-Group II II-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The 668,872,812.99, and the Sub-Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I II-2 Mortgage Loans and Group II Mortgage Loanswill have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $267,788,419.01. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44747,594,731. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf Class R Certificate will evidence ownership of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of "residual interest" in each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II79,278,478.56. The Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94368,608,980. The Group II Mortgage III Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5018,694,582.14. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to IV Loans will have an Outstanding Principal Balance as of the Group I Mortgage Loans and Group II Mortgage LoansCut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $18,759,708.96. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “residual interestsinterest” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates (other than the Class R Certificates) will be designated the “regular interests” in such REMIC, REMIC and the Class IIR-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests II Certificate will be designated the “regular interestsresidual interest” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44746,440,833.06. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94335,536,436.71. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5081,619,684.12. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $122,151,793.63. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $135,256,696.70. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $71,876,221.90. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and thatthe REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the fullest extent possibleStartup Day, beneficial the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the "residual interest" in each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)VII. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $921,237,667. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $356,186,642. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44341,432,291. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Sub-Loan Group I and Loan Group II. The Group I II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94369,223,453. The Sub-Loan Group II II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5048,566,024. The Sub-Loan Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III-1 Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $268,810,506. The Sub-Loan Group II III-2 Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $125,715,349. The Sub-Loan Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $92,642,143. The Sub-Loan Group III-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $144,049,692. The Sub-Loan Group III-5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $170,162,413. The Sub-Loan Group III-6 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $99,868,409. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Company intends to the Closing Datesell Mortgage Pass-Through Certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes, which in the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of As provided herein, the Trust shall REMIC Administrator will make an election for to treat the entire segregated pool of assets constituting described in the definition of REMIC I (as defined herein), and subject to be treated this Agreement (including the Group I Loans but excluding the Rounding Account and the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as a REMIC. On the Startup Day, the "REMIC I." The REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC I and the Class IR-R-1 I Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC I for purposes of the Trust shall REMIC Provisions (as defined herein). As provided herein, the REMIC Administrator will make an election for to treat the entire segregated pool of assets constituting described in the definition of REMIC II (as defined herein), and subject to be treated this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as a REMIC"REMIC II." The REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions). On A segregated pool of assets consisting of the Startup Day, REMIC I Regular Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the “REMIC Administrator will make a separate REMIC election with respect thereto. The REMIC III Regular Interests will be "regular interests” " in such REMIC, REMIC III and the Class IIR-R III Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC III for purposes of the Trust shall make an election for REMIC Provisions. A segregated pool of assets consisting of the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV" and the “REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P Certificates, Class I-M-1 Certificates, Class I- M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests” " in such REMIC, REMIC IV and the Class IR-R-2 Interest IV Certificates will be designated the sole class of “"residual interests” in such REMIC" therein for purposes of the REMIC Provisions. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates A-V and the Class II-R CertificatesA-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) and will represent the corpus of which shall consist entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of day immediately preceding such Certificates. It is intendedDistribution Date (or, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, with respect to the fullest extent possibleinitial Distribution Date, beneficial ownership at the close of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of business on the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44). The initial principal amount terms and provisions of the Certificates will Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not exceed such Outstanding Principal Balanceotherwise defined herein shall have the meanings set forth in the Standard Terms. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Pooling and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance Servicing Agreement shall be dated as of the Cut-off Date, after deducting all Scheduled Principal due on or before date of the Cut-off Date, of $175,129,610.94Series Supplement. The Group II Mortgage Loans will have an Outstanding following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance as Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50REMIC I Regular Interests. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration None of the mutual agreements herein containedREMIC I Regular Interests will be certificated. Uncertificated Initial Uncertificated Latest REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate --------------------------------- ------------------------------------------------------------------------- REMIC I Regular Interest A 5.50% $ 409,722,070.36 December 25, the Depositor2033 REMIC I Regular Interest I-A-P 0.00% $ 3,349,584.14 December 25, the Master Servicer2033 REMIC I I-A-V Regular (2) $ (3) December 25, the Seller and the Trustee agree as follows:2033 Interests

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificatestherefor, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44860,560,954. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The Trustee on behalf As provided herein, the Certificate Administrator will elect or cause an election to be made to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMIC, and the Class I-R-1 Certificates Certificate Administrator will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make elect or cause an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On made to treat the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will evidence the ES Trust will qualify as a grantor trust under Subpart E, part I sole class of subchapter J of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and thateach Class of the Regular Certificates, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates A-3FL REMIC II Regular Interest and the Class II-R Certificates) A-4FC REMIC II Regular Interest will be treated designated as direct beneficial ownership a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each individualClass of Sequential Pay Certificates; (ii) the Original Class Principal Balance for each Class of Sequential Pay Certificates (in the case of the Class A-3FL and Class A-4FC Certificates, uncertificated the Class A-3FL REMIC III II Regular Interest and the Class A-4FC REMIC II Regular Interest, respectively); (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each such Class of Sequential Pay Certificates or the Class A-3FL REMIC II Regular Interest or Class I-R-2 Interest held by A-4FC REMIC II Regular Interest; and (iv) the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding initial REMIC I Principal Balance as of the Cut-off Date, after deducting all Scheduled each such Corresponding REMIC I Regular Interest. Class of Original Class Corresponding Sequential Pay Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the REMIC I Initial REMIC I Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Balance Regular Interest(s) Principal Balance as of the Cut------------ ------- ------------------- ----------------- Class A-1 $51,000,000 LA-1 $51,000,000 Class A-2 $104,847,000 LA-2 $104,847,000 Class A-3 $43,000,000 LA-3 $43,000,000 Class A-3FL(1) $119,667,000 LA-3FL $119,667,000 Class A-1A $225,100,000 LA-1A $225,100,000 Class A-off Date, after deducting all Scheduled Principal due on or before the CutSB $88,067,000 LA-off Date, of SB $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of 88,067,000 Class A-4 $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:425,698,000 LA-4 $425,698,000 Class A-4FC(2) $25,000,000 LA-4FC $25,000,000 Class AM $154,625,000 LAM $154,625,000 Class AJ $94,708,000 LAJ $94,708,000 Class B $32,858,000 LB $32,858,000 Class C $15,463,000 LC $15,463,000 Class D $28,992,000 LD $28,992,000 Class E $15,463,000 LE $15,463,000 Class F $25,126,000 LF $25,126,000 Class G $19,329,000 LG $19,329,000 Class H $21,261,000 LH $21,261,000 Class J $7,731,000 LJ $7,731,000 Class K $5,798,000 LK $5,798,000 Class L $5,799,000 LL $5,799,000 Class M $5,798,000 LM $5,798,000 Class N $5,799,000 LN $5,799,000 Class P $3,865,000 LP $3,865,000 Class Q $21,261,942 LQ $21,261,942

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I I-A to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I I-A Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I-R-1 Certificates A Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I-B to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I-B Regular Interests will be designated "regular interests" in such REMIC and the Class R-I-B Interest will be designated the "residual interest" in such REMIC. The Class R-I Certificates will represent beneficial ownership of the Class R-I-A Interest and the Class R-I-B Interest. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44612,736,230.82. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94269,887,574.67. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:Balance

PRELIMINARY STATEMENT. On March 29, 2004 the Depositor formed Thornburg Mortgage Securities Trust 2004-1, as a Delaware statuto▇▇ ▇▇▇▇▇ (the "Trust") pursuant to the Trust Agreement, dated March 29, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-1 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerThornburg. On the Closing Date, the Depositor will sell the Mortgage Loans Mortg▇▇▇ ▇▇▇▇▇ and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class I-R-1 Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class II-R Certificates R-2 Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,106,707,889.20. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Balance and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect Closing Date pursuant to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelySection 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, Thornburg, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an aggregate Outstanding Principal Balance of the Group I Mortgage Loans as of the Cut-off Date, after deducting all Scheduled Principal application of scheduled payments due on whether or before the Cut-off Datenot received, of is approximately $299,959,137.44438,953,411. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an aggregate Outstanding Principal Balance of the Group II Mortgage Loans as of the Cut-off Date, after deducting all Scheduled Principal application of scheduled payments due on whether or before the Cut-off Datenot received, of is approximately $175,129,610.94144,057,581. The Group II Mortgage Loans will have an aggregate Outstanding Principal Balance of the Mortgage Loans as of the Cut-off Date, after deducting all Scheduled Principal application of scheduled payments due on whether or before the Cut-off Datenot received, of is approximately $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively583,010,992. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and . The Class R Certificates will evidence ownership of the Class I-R-2 Interest will be designated the sole class of “residual interestsinterest” in such each REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part Group I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II645,442,514. The Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $175,129,610.94481,996,275. The Group II Mortgage III Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $124,829,526.50352,718,157. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to IV Loans will have an Outstanding Principal Balance as of the Group I Mortgage Loans and Group II Mortgage LoansCut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $827,129,635. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the Code“residual interest” in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated “residual interest” in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group IIIV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94849,583,064.66. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively1,023,269,558.44. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44994,886,070.92. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,053,735,707.62. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company, the Auction Administrator and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund to be created hereunder, the primary assets of which will be the Trust FundMortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each REMIC I Regular Interest will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On the Startup Day, None of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMICcertificated. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayAs provided herein, the REMIC II Regular Interests Trustee will be designated elect to treat the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist all of the REMIC III I Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (exclusive of the Class XC and Class XP Certificates), each Component of the Class XP Certificates and each Component of the Class XC Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Regular Certificates; (ii) the Original Class Principal Balance or Original Class Notional Amount for each Class of Regular Certificates; (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Regular Certificates (exclusive of the Class XP and Class XC Certificates); and (iv) the initial REMIC I Principal Balance or REMIC I Notional Amount, as applicable, of each such Corresponding REMIC I Regular Interest. Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest(s) Principal Balance ------------ ------------------ ------------------ -------------------- Class A-1 $ 66,580,000 LA-1-1 $ 3,921,000 LA-1-2 $ 3,833,000 LA-1-3 $ 48,308,000 LA-1-4 $ 10,518,000 Class A-2 $ 163,000,000 LA-2-1 $ 36,558,000 LA-2-2 $ 47,201,000 Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance ------------ ------------------ ------------------ -------------------- LA-2-3 $ 45,921,000 LA-2-4 $ 33,320,000 Class A-3 $ 34,000,000 LA-3-1 $ 13,140,000 LA-3-2 $ 20,860,000 Class A-SB $ 118,000,000 LA-SB-1 $ 23,822,000 LA-SB-2 $ 94,178,000 Class A-4 $ 971,780,000 LA-4-1 $ 71,313,000 LA-4-2 $ 57,177,000 LA-4-3 $ 40,374,000 LA-4-4 $ 38,815,000 LA-4-5 $ 38,171,000 LA-4-6 $ 79,908,000 LA-4-7 $ 35,232,000 LA-4-8 $ 33,623,000 LA-4-9 $ 577,167,000 Class A-1A $ 344,155,000 LA-1A-1 $ 491,000 LA-1A-2 $ 522,000 LA-1A-3 $ 7,920,000 LA-1A-4 $ 7,718,000 LA-1A-5 $ 7,771,000 LA-1A-6 $ 7,475,000 LA-1A-7 $ 7,608,000 LA-1A-8 $ 7,325,000 LA-1A-9 $ 7,283,000 LA-1A-10 $ 25,341,000 LA-1A-11 $ 6,548,000 LA-1A-12 $ 6,291,000 LA-1A-13 $ 6,210,000 LA-1A-14 $ 5,937,000 LA-1A-15 $ 5,861,000 LA-1A-16 $ 5,606,000 LA-1A-17 $ 228,248,000 Class AM $ 242,502,000 ▇▇▇ $ 242,502,000 Class AJ $ 190,971,000 LAJ $ 190,971,000 Class B $ 48,500,000 LB $ 48,500,000 Class C $ 18,188,000 LC-1 $ 2,577,000 LC-2 $ 12,577,000 LC-3 $ 3,034,000 Class D $ 48,500,000 LD-1 $ 9,848,000 LD-2 $ 14,365,000 LD-3 $ 13,759,000 LD-4 $ 10,528,000 -2- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance ------------ ------------------ ------------------ -------------------- Class E $ 21,219,000 LE-1 $ 509,000 LE-2 $ 15,556,000 LE-3 $ 5,154,000 Class F $ 36,375,000 LF-1 $ 1,297,000 LF-2 $ 18,116,000 LF-3 $ 16,962,000 Class G $ 24,251,000 LG-1 $ 6,793,000 LG-2 $ 17,458,000 Class H $ 21,219,000 LH-1 $ 8,606,000 LH-2 $ 12,613,000 Class J $ 12,125,000 LJ-1 $ 664,000 LJ-2 $ 11,461,000 Class K $ 6,062,000 LK $ 6,062,000 Class L $ 9,094,000 LL $ 9,094,000 Class M $ 6,063,000 LM $ 6,063,000 Class N $ 6,062,000 LN $ 6,062,000 Class P $ 3,031,000 LP $ 3,031,000 Class Q $ 33,345,032 LQ $ 33,345,032 Class XR $ 32,632,360* LXR $ 32,632,360** Class XP $ 2,372,109,000* N/A N/A Class XC $ 2,425,022,032* N/A N/A * Original Notional Amount ** REMIC I Notional Amount There exist two (2) A-Note Trust Mortgage Loans, each of which is part of a group of loans comprised of that A-Note Trust Mortgage Loan and another mortgage loan, namely the ES related B-Note Non-Trust Loan, that are both secured by the same Mortgage encumbering the related Mortgaged Property. Each A-Note Trust Mortgage Loan and the related B-Note Non-Trust Loan collectively constitute a Loan Combination. The relative rights of the holder of an A-Note Trust Mortgage Loan and the holder of the related B-Note Non-Trust Loan are set forth in the related Loan Combination Intercreditor Agreement. As and to the extent provided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loan is subordinate in right of payment and in other respects to the related A-Note Trust Mortgage Loan. As and to the extent provided herein, the Non-Trust Loans, although not part of the Trust Fund, will qualify be serviced and administered in accordance with this Agreement by the applicable Master Servicer and by the Special Servicer. The portion of the Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Accounts and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust under Subpart Efor federal income tax purposes, part I of subchapter J of chapter 1 and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Code, Trust Fund consisting of (i) the Excess Servicing Strip and that, (ii) amounts held from time to time in the fullest extent possible, beneficial ownership of a Certificate (other than Collection Accounts that represent the Class I-R-1 Certificates and the Class II-R Certificates) will Excess Servicing Strip shall be treated as direct beneficial ownership of each individuala grantor trust for federal income tax purposes, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which and such Certificate is grantor trust will be designated as "Grantor Trust E". As provided herein, the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as Trustee shall take all actions reasonably necessary to ensure that each of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount respective portions of the Certificates will Trust Fund consisting of Grantor Trust Z and Grantor Trust E maintains its status as a "grantor trust" under federal income tax law and is not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated treated as Loan Group part of REMIC I and Loan Group or REMIC II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master ServicerServicers, the Seller Special Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Datesell mortgage pass-through certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. The As provided herein, the Trustee on behalf will elect to treat the segregated pool of assets consisting of all of the Trust shall make an election for Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets constituting REMIC I subject to be treated for federal income tax purposes this Agreement as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC I." The Class R-I Residual Interest will represent the ES Trust sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law, and will qualify be represented by the Class R-I Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a grantor trust under Subpart EREMIC for federal income tax purposes, part I and such segregated pool of subchapter J assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and that, to each Class of the fullest extent possible, beneficial ownership Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of a Certificate (other than the REMIC Provisions under federal income tax law. The following table sets forth the Class I-R-1 or Component designation, the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the REMIC I Principal Balance, the Corresponding Components of the Class X Certificates and the Original Class II-R Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii"). The Mortgage Loans will have an Outstanding Corresponding Corresponding Original Class REMIC I REMIC I Components of Corresponding Principal Regular Principal Class X Certificates Balance as Interests (1) Balance Certificates (1) Class A-2 $97,857,000 LA-2-1 $14,931,000 X-A-2-1 LA-2-2 $41,500,000 X-A-2-2 Corresponding Corresponding Original Class REMIC I REMIC I Components of the CutCorresponding Principal Regular Principal Class X Certificates Balance Interests (1) Balance Certificates (1) LA-2-off Date, after deducting all Scheduled Principal due on or before the Cut3 $41,426,000 X-off Date, of A-2-3 Class A-3 $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut120,974,000 LA-3-off Date, after deducting all Scheduled Principal due on or before the Cut1 $5,974,000 X-off Date, of A-3-1 LA-3-2 $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut94,000,000 X-off Date, after deducting all Scheduled Principal due on or before the CutA-3-off Date, of 2 LA-3-3 $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:21,000,000 X-A-3-3 Class A-4 $559,033,000 LA-4-1 $30,133,000 X-A-4-1 LA-4-2 $45,900,000 X-A-4-2 LA-4-3 $483,000,000 X-A-4-3 Class B $41,951,000 LB $41,951,000 X-B Class C $46,011,000 LC $46,011,000 X-C Class D $10,826,000 LD $10,826,000 X-D Class E $18,945,000 LE $18,945,000 X-E Class F $17,592,000 LF-1 $8,318,000 X-F-1 LF-2 $9,274,000 X-F-2 Class G $17,593,000 LG-1 $11,593,000 X-G-1 LG-2 $6,000,000 X-G-2 Class H $18,945,000 LH-1 $14,945,000 X-H-1 LH-2 $4,000,000 X-H-2 Class J $16,239,000 LJ-1 $13,039,000 X-J-1 LJ-2 $3,200,000 X-J-2 Class K $5,413,000 LK $5,413,000 X-K Class L $8,120,000 LL $8,120,000 X-L Class M $13,532,000 LM $13,532,000 X-M Class N $5,413,000 LN $5,413,000 X-N Class O $16,239,757 LO $16,239,757 X-O

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 III Interest will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class IIR-R Certificates) IV Interest will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by designated the ES Trust for which "residual interests" in such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44888,703,522. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the “residual interest” in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). V. The Mortgage Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II528,676,117. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94184,596,437. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5031,163,116. The Group I Certificates and II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $496,056,112. The Group II Certificates shall receive distributions solely with respect to II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $247,138,687. The Group I Mortgage II-5 Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $67,098,751. The Group II Mortgage LoansII-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $154,453,895. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44569,236,346. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44294,347,747. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44643,692,976.20. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94143,779,460.74. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively499,913,515.46. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44502,437,094.96. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94186,595,588.05. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5094,037,775.97. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $42,859,535.68. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $178,944,195.26. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerEMC Mortgage Corporation ("EMC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.441,807,197,590. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the Code“residual interest” in each of REMIC I, REMIC II and that, to the fullest extent possible, beneficial REMIC III. The Class R-X Certificates will evidence ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated “residual interest” in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group IIIV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94287,403,461.81. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively818,428,815.22. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class IR-R-1 I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class IIR-R II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated the “regular interests” in such REMIC, and the Class IR-R-2 Interest III Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44811,993,920.91. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94624,067,078.06. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.5092,790,811.91. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and Group II Mortgage Loanswill have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $95,136,030.94. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44879,622,845.99. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94202,538,087.17. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50309,950,896.76. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $237,400,208.49. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $129,733,655.57. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the "residual interest" in REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. V. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.9488,281,554.65. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50848,659,834.74. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $407,519,639.87. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $574,268,613.23. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-2 Interest III Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,104,576,142.23. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94275,536,525.04. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50703,720,808.70. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I III Mortgage Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $71,503,329.51. The Group II IV Mortgage LoansLoans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $53,815,478.98. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On October 28, 2003 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-5, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated October 28, 2003 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2003-5 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller▇▇▇▇▇▇▇▇▇. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,008,316,388.23. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Balance and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect Closing Date pursuant to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelySection 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, ▇▇▇▇▇▇▇▇▇, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior This Deed of Trust is being delivered and accepted by Beneficiary to grant a deed of trust lien and security interest on the Grantors interest under the Mortgaged Leases to secure the Obligations as described below. The Port of Beaumont Navigation District of Jefferson County, Texas (the “District”) was organized, created and established pursuant to the Closing DateConstitution and the laws of the State of Texas as a conservation and reclamation district under Article XVI, Section 59, of the Texas Constitution, and pursuant to Chapter 147, Acts of the 51st Legislature of Texas, Regular Session, 1949, as amended (the “Enabling Act”). The District proposes to finance improvements to the port facilities of the District; and The District has determined that it is appropriate that it issue its Dock and Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) (the “Series 2016 Bonds”) to (i) reimburse and pay Jefferson Railport Terminal II LLC, a Delaware limited liability company, Grantor herein, for the development, construction and acquisition of certain facilities for the transport, loading, unloading and storage of petroleum products; (ii) pay capitalized interest during construction and (iii) pay certain costs of issuance of the Series 2016 Bonds (collectively, the Depositor acquired the Mortgage Loans from the Seller“Project”). On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Certain improvements have been constructed by Grantor on behalf of the Trust shall make District, on property leased to Grantor by the District pursuant to an election Agreement and Lease, dated August 27, 2013 and subsequently amended by an Amendment to Agreement and Lease, dated December 30, 2013 and a Second Amendment to Agreement and Lease, dated October 27, 2016 (the “Original Lease”) and a First Amended and Restated Lease Agreement dated as February 1, 2016 (together with the Original Lease, the “Ground Lease”), by and between Grantor, as successor to Port of Beaumont Petroleum Transload Terminal II, LLC and the District. To achieve the purposes for which the Series 2016 Bonds will be issued (i) the District will reimburse Grantor for the assets constituting REMIC I improvements constructed by Grantor on behalf the District under the Ground Lease; (ii) Grantor, pursuant to be treated for federal income tax purposes a Lease and Development Agreement, dated as a REMIC. On the Startup Dayof February 1, the REMIC I Regular Interests will be designated 2016 (the “regular interests” in such REMICFacilities Lease”), between the District and the Class I-R-1 Certificates Grantor, will be designated the sole class of “residual interests” in such REMIC. The Trustee construct additional improvements on behalf of the Trust shall make an election for District (together with such improvements constructed by Grantor on behalf the assets constituting REMIC II District under the Ground Lease, the “Bond Financed Property”) and (iii) Grantor will lease the Bond Financed Property from the District pursuant to the terms and conditions of the Facilities Lease. The Series 2016 Bonds are to be treated for federal income tax purposes issued pursuant to the provisions of the Enabling Act, Chapter 60, Texas Water Code, as a REMIC. On the Startup Dayamended, and Chapter 1201, Texas Government Code, as amended (together, the REMIC II Regular Interests “Act”) and other applicable laws of the State of Texas and will be designated secured by a Trust Indenture and Security Agreement, dated as of February 1, 2016 (the “regular interests” in such REMIC, Indenture”) between the District and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:Beneficiary.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear ▇▇▇▇▇▇▇ Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in Structured Asset Mortgage Investments Trust, 1998-9, the Trust Fundcreated hereby. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificate will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC III Regular Interests and the Class R-1 Certificate will be designated the “regular "residual interests” " in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44503,766,309.76. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Servicers and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I, REMIC II and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)III. The Mortgage Loans will have an Outstanding Principal Balance as of the CutSub-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off DateDate and including the Pre-Funded Amount with respect to the Sub-Group I Mortgage Loans, of $175,129,610.94801,035,553.92. The Sub-Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates Date and Group II Certificates shall receive distributions solely including the Pre-Funded Amount with respect to the Group I Mortgage Loans and Sub-Group II Mortgage Loans, respectivelyof $290,375,064.93. The Sub-Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date and including the Pre-Funded Amount with respect to the Sub-Group III Mortgage Loans, of $550,338,208.11. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may be, from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individual, uncertificated the “residual interest” in REMIC III Regular Interest or Class IV. The Sub-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.441,390,551,216. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Sub-Group I and Loan Group II. The Group I Mortgage I-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $175,129,610.94455,697,394. The Sub-Group II Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $124,829,526.50456,691,529. The Sub-Group I Certificates and II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $997,909,138. The Sub-Group II Certificates shall receive distributions solely with respect to II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $167,807,884. The Sub-Group I Mortgage II-4 Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $123,396,801. The Sub-Group II Mortgage LoansII-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $112,573,669. The Sub-Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $290,111,480. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44515,444,344.46. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44163,568,868.28. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Datesell mortgage pass-through certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. The Trustee As provided herein, the Paying Agent on behalf of the Trust shall make an election for Trustee will elect to treat the segregated pool of assets constituting REMIC I consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets subject to be treated for federal income tax purposes this Agreement as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that and such segregated pool of assets will be designated as "REMIC I." The Class R-I Residual Interest will represent the ES Trust sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law, and will qualify be represented by the Class R-I Certificates. As provided herein, the Paying Agent on behalf of the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a grantor trust under Subpart EREMIC for federal income tax purposes, part I and such segregated pool of subchapter J assets will be designated as "REMIC II". The Class R-II Certificates will evidence the sole class of chapter 1 "residual interests" in REMIC II for purposes of the CodeREMIC Provisions under federal income tax law. For federal income tax purposes, and that, to each Class of the fullest extent possible, beneficial ownership Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of a Certificate (other than the REMIC Provisions under federal income tax law. The following table sets forth the Class I-R-1 or Component designation, the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding Components of the Class IO Certificates and the Original Class II-R Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii"). The Mortgage Loans will have an Outstanding Corresponding Original Class Corresponding Corresponding Components of Certificates Principal Balance as of the CutREMIC I Regular Class IO Certificates (1) Interests (1) Class A-1 $131,057,000 LA-1 IO-off Date, after deducting all Scheduled Principal due on or before the CutA-1 Class A-2 $430,663,000 L▇-off Date, of ▇-▇ ▇▇-▇-▇-▇ ▇▇-▇-▇ ▇▇-▇-▇-▇ Class B $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut26,402,000 LB IO-off Date, after deducting all Scheduled Principal due on or before the CutB Class C $32,774,000 LC IO-off Date, of C Class D $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut9,104,000 LD IO-off Date, after deducting all Scheduled Principal due on or before the CutD Class E $8,194,000 LE IO-off Date, of E Class F $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:12,746,000 LF IO-F Class G $10,014,000 LG IO-G Class H $14,567,000 LH IO-H Class J $14,566,000 LJ IO-J Class K $5,463,000 LK IO-K Class L $5,462,000 LL IO-L Class M $7,283,000 LM IO-M Class N $3,642,000 LN IO-N Class O $16,387,739 LO IO-O

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” single "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I and maintain the ES Trust, which shall issue the REMIC II. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, Date and including $39,950,512 of the Pre-Funded Amount of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively1,149,645,356.75. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Sponsor intends to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fundto be created hereunder. The Trustee on behalf As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the Trust shall make an election for the Mortgage Loans and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. Each of the REMIC I Regular Interests will relate to a specific Mortgage Loan. Each such REMIC I Regular Interest will have: (i) a REMIC I Remittance Rate equal to the Net Mortgage Rate as a REMICof the Closing Date of the related Mortgage Loan; and (ii) an initial Uncertificated Principal Balance equal to the Cut-off Date Balance of the related Mortgage Loan. On The Legal Final Distribution Date for each REMIC I Regular Interest is the Startup Day, first Distribution Date following such Mortgage Loan's Stated Maturity Date. None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMICREMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the Class I-R-1 Certificates such segregated pool of assets will be designated as "REMIC II." The Class R-II Certificates will represent the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax purposes law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Legal Final Distribution Date for each REMIC II Regular Interest is the first Distribution Date following the Stated Maturity Date of the Mortgage Loan that has, as a REMICof the Closing Date, the latest Stated Maturity Date. On the Startup Day, None of the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:certificated.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and . The Class R Certificate will evidence ownership of the Class I-R-2 Interest will be designated the sole class of “residual interestsinterest” in such each REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part Group I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II444,435,924. The Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively555,566,709. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On May 29, 2002 the Seller formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2002-2, as a Delaware business trust (the "Trust") pursuant to the Trust Agreement, dated May 29, 2002 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2002-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the Seller▇▇▇▇▇▇▇▇▇. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44508,229,863.83. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I Balance and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect Closing Date pursuant to the Group I Mortgage Loans and Group II Mortgage Loans, respectivelySection 2.01(a). In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Seller Securities Administrator, ▇▇▇▇▇▇▇▇▇, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, KKR Financial Mortgage Corp. (the “Seller”) acquired the Initial Mortgage Loans from KKR Financial Corp. Thereafter and on or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor will acquire the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class IR-R-1 I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class IIR-R II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates (other than the Class R Certificates and exclusive, in the case of the Adjustable Rate Certificates, of any right to receive payments in respect of the related Carryover Shortfall Amount or, in the case of the Interest Only Certificates, of any obligation to make payments in respect of the related Carryover Shortfall Amount) will be designated the “regular interests” in such REMIC, and the Class IR-R-2 Interest III Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44959,200,036.00, which is deemed to include the related Pre-Funded Amount. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94352,610,211.82, which is deemed to include the related Pre-Funded Amount. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50296,063,977.96, which is deemed to include the related Pre-Funded Amount. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:The

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Class R Certificate will evidence ownership of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of "residual interest" in each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)REMIC. The Mortgage Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II814,705,945. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.9460,783,249. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50162,051,194. The Group I Certificates and II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $66,575,965. The Group II Certificates shall receive distributions solely with respect to II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $37,991,132. The Group I Mortgage II-5 Loans and will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $111,556,973. The Group II Mortgage LoansII-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $48,938,919. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IR-R-1 Certificates I Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class IIR-R Certificates II Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the “regular interests” "residual interest" in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.441,165,973,387.83. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee make an election for the benefit of the Holders of such Certificates. It is intended, assets constituting REMIC IV to be treated for federal income tax purposes, that the ES Trust will qualify purposes as a grantor trust under Subpart EREMIC. On the Startup Day, part I of subchapter J of chapter 1 the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the CodeTrust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, and that, to the fullest extent possible, beneficial REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of a Certificate (other than the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class IR-R-1 X Certificates and the Class II-R Certificates) will be treated as direct beneficial evidence ownership of each individualthe “residual interest” in REMIC V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, uncertificated REMIC III Regular Interest after deducting all Scheduled Principal due on or Class Ibefore the Cut-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)off Date, of $766,047,781.66. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $136,880,389.73. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44472,793,210.17. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Sub-Loan Group I and Loan Group II. The Group I II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94690,528,356.55. The Sub-Loan Group II II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50346,693,730.06. The Sub-Loan Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I II-5 Mortgage Loans and Group II Mortgage Loanswill have an Outstanding Principal Balance as of the Cut-off Date, respectivelyafter deducting all Scheduled Principal due on or before the Cut-off Date, of $284,694,679.77. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “"regular interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class I-R-2 REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interest will be designated the sole class of “residual interests” "regular interest" in such REMIC. The Trustee on behalf Class R Certificates will evidence ownership of the Trust shall establish "residual interest" in each of REMIC I, REMIC II, REMIC III, REMIC IV and maintain the ES Trust, which shall issue the REMIC V. The Class R-X Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist will evidence ownership of the "residual interest" in REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit VI. The Group I Loans will have an Outstanding Principal Balance as of the Holders Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of such Certificates$722,702,707.30. It is intended, for federal income tax purposes, that the ES Trust The Loan Group II Loans will qualify have an Outstanding Principal Balance as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the CodeCut-off Date, and thatafter deducting all Scheduled Principal due on or before the Cut-off Date, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii)$309,389,277.22. The Sub-Loan Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44474,325,511.26. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Sub-Loan Group I and Loan Group II. The Group I III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively474,325,511.26. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests Certificates will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44281,849,595,74. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor ▇▇▇ ▇eller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates, together Certificates evidencing the entire beneficial ownership interest in the Trust Fund. NAMC will be the NAMC Master Servicer for the NAMC Mortgage Loans and PHH will be the PHH Master Servicer for the PHH Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificate will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1 and Class R-2 Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class I-R-1 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $299,959,137.44789,958,210.60. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master ServicerNAMC, the Seller PHH and the Trustee agree as follows: