Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class --------------------------------------------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC A-4 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5) ------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificate and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Penalties, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates, other than the Class AR P and Class R Certificates, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of the Supplemental Interest Trust) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMICREMIC 1,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in each Loan GroupGroups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp 1 (1) 5.500% N/A LT1-Grp 2 (2) 6.000% N/A LT1-2-X (3) (3) A-X LT1-Grp 3 (4) 7.000% N/A LT1-3-X (5) (5) A-X LT1-Grp 4 (6) 5.500% N/A LT1-Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificate and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------------ ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that to treat each of the Trust Fund be treated for federal income tax purposes segregated pools of assets described below as comprising four a real estate mortgage investment conduits conduit (each a “"REMIC” " or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle , and REMIC 2,” , and “Master REMIC 3, REMIC 3 also being referred to as the "Upper Tier REMIC”"). Each Class of CertificatesCertificate, other than the Class AR R and the Class P Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R and the Class P Certificates, represents an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to Section 3.06(d). The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than Although the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular P Certificate represents an interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R InterestTrust Fund, and each such Middle Tier Interest is hereby designated as a regular it does not represent an interest in Middle any of the REMICs created under this Agreement. The Upper Tier REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Subsidiary REMICClass LT2-R Interest, and each such Lower Tier Interest is hereby designated as regular interests in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMICREMIC 1. The Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans property of the Trust Fund other than the Lower Tier Interests in each Loan GroupREMIC 1 and REMIC 2, the Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and all collections and accounts related theretothe Excess Reserve Fund Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off DateDecember 25, 2033.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMICREMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-X, Class 2-X or Class 3-X Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R Interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in each Loan GroupGroup 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2 or 3, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.. Neither the Prefunding Account nor the Capitalized Interest Account shall be an asset of any REMIC formed hereby. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp 1 (1) 6.10% N/A LT1-1-X (2) 6.50% 1-X LT1-Prefunding (3) 6.10% N/A LT1-PO (4) 0.00% 1-P LT1-R (5) $50.00 6.10% AR-L ________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of the Liquidation Reserve Fund) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates and exclusive of the right to receive amounts from the Liquidation Reserve Fund) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R InterestInterests, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower-Tier REMIC and the Upper-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests in Middle REMIC 2 other than the Class MT2Regular Interests, set out below. Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary Class LT-A-1, Class LT-M-1, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). Each Principal Certificate represents a beneficial ownership of a regular interest in the Upper-Tier REMIC shall hold as its assets and the Mortgage Loans right to receive Basis Risk Carry Forward Amounts and the Class X Certificate represents beneficial ownership of a regular interest in each Loan Groupthe Upper-Tier REMIC and the Excess Reserve Fund Account, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes which portions of the REMIC Provisions is the Closing DateTrust Fund shall be treated as a grantor trust. In addition, for purposes the Retained Yield shall not be an asset of either Trust REMIC but shall be held by a portion of the Trust Fund treated as a grantor trust. Lower-Tier Corresponding Interest Lower-Tier Initial Lower-Tier Principal Upper-Tier Designation Interest Rate Amount REMIC Provisions, the latest possible maturity date for each regular interest in each Class ----------------- ---------------- ------------------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper-Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutinitial principal balance Class LT-off Date.M-1 (1) 1/2 initial Corresponding M-1 Upper-Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper-Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper-Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Overcollateralized Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------- ------------- ---------------------------- -------------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-A-5 (1) 1/2 Corresponding Upper Tier A-5 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trust Securities Administrator shall elect that the Trust Fund (exclusive of any Prepayment Charge Waiver Amounts) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III (the “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master Upper Tier REMIC”), respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents ownership of a regular interest in the Master REMIC III for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereby for purposes of the REMIC Provisions. The Master REMIC III shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes Classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC II, other than the Class LT1-R R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC II for purposes of the Subsidiary REMICREMIC Provisions. The Subsidiary REMIC II shall hold as its assets the Mortgage Loans several Classes of uncertificated Lower Tier Interests in each Loan GroupREMIC I, and all collections each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other the Lower Tier Interests in REMIC I and accounts related theretoREMIC II, and any Prepayment Charge Waiver Amounts. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date Latest Possible Maturity Date. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the third anniversary Class designation, interest rate, and principal amount for each Class of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the CutREMIC I Interests: LT-off Date.I-GSA 6.00% (1) I LT-I-Subgroup 6.00% (2) I LT-II-GSA 6.50% (1) II LT-II-Subgroup 6.50% (2) II LT-III-GSA 7.50% (1) III LT-III-Subgroup 7.50% (2) III LT-X (3) (3) NA LT-PO 0.00% $1,560,764 NA R-1 (4) (4) (4)

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising four will consist of two real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC" and the "Master REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”" respectively). Each Class The Master REMIC will issue several Classes of Certificatescertificated and uncertificated interests which, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The uncertificated Master REMIC regular interests will be held in a separate trust (the "ES Grantor Trust"). The Class AR Certificates A-R Certificate will represent ownership of the sole class of residual interest in each REMIC for purposes of the Lower Tier REMIC Provisionsand the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LTR-A-R Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund. Each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Subsidiary REMICLower Tier REMIC . The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The ES Grantor Trust, the Corridor Contracts, the Supplemental Interest Trust and the Corridor Contract Reserve Fund will not form part of any REMIC. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates and Master REMIC regular interests, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): ========================= ======================== ===================== ====================== ====================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of the CutMinimum ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-off Date.A-1 $130,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-2 $50,000,000.00 (1) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-3 $50,000,000.00 (2) (3) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-4 $20,000,000.00 (5) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-5 $20,000,000.00 (2) (6) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-6 $32,286,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-7 $20,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-8 $25,000.00 6.00% $25,000.000 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-9 $13,905,000 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-10 (7) $112,802,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-11 $25,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-12 (7) $63,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-13 $31,976,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-14 $26,338,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-15 (7) $37,822,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-1 $100,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-2 $115,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-3 $15,523,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-4 $8,031,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-5 (7) $146,270,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-6 (7) $16,253,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-7 $50,000,000.00 (8) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-8 $50,000,000.00 (2) (9) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-9 $50,000,000.00 (2) (10) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-10 (7) $50,808,000.00 5.50% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-11 (7) $34,000,000.00 5.50% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-12 (7) $3,534,000.00 5.50% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-13 (7) $11,658,000.00 5.50% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-X $534,433,424.00 (2) (11) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-X $541,924,886.00(2) (12) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO $1,502,750.00 (13) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class A-R(14) $100.00 6.00% (15) (15) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-1 $18,016,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-2 $8,445,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-3 $6,193,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-4 $5,630,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-5 $5,067,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-6 $3,377,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-7 $3,941,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-8 $3,378,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-9 $2,252,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-10 $2,815,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-1 $1,126,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-2 $1,689,000.00 6.00% $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-3 $2,851,000.00 6.00% $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-4 $4,504,000.00 6.00% $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-5 $3,941,657.00 6.00% $100,000.00 $1.00 ========================= ======================== ===================== ====================== ====================== ------------------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the Pooling-Tier REMIC,” “Middle , the Lower-Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper-Tier REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificates, of Offered Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement) represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class Class of residual interest in each of the Pooling-Tier REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests in Middle REMIC 2 other than the Class MT2-R InterestRegular Interests, and each such Middle the Lower-Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Pooling-Tier Interests in Middle REMIC 1 other than the Class MT1Regular Interests, each set out below. Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC and each such Pooling-Tier Regular Interest is hereby designated as a regular interest in the Pooling-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-A-IO, Class LT-M1, Class LT-M2, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper-Tier REMIC and the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cuta grantor trust. POOLING-off Date.TIER REMIC ------------------ POOLING-TIER POOLING-TIER INITIAL POOLING-TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT ------------------- ------------- -------------------- Class PT-IA (1) $ 152,100,788.00 Class PT-IB1 (1) $ 6,997,000.00 Class PT- IB2 (1) $ 27,989,000.00 Class PT-IB3 (1) $ 27,989,000.00 Class PT-IIA (2) $ 65,346,758.00 Class PT-II-B1 (2) $ 3,003,000.00 Class PT-IIB2 (2) $ 12,011,000.00 Class PT-IIB3 (2) $ 12,011,000.00 Class PT-R (3) (3)

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund , other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1Tier REMIC,” “Middle REMIC 2,” " and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each the Lower Tier REMIC, the Middle Tier REMIC for purposes of and the REMIC ProvisionsMaster REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LT-A-R Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account and Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): ===================== ========================== ===================== ======================== ====================== Initial Class Pass-Through Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of the CutMinimum --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-off Date.A-1 $42,714,000.00 (1) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-3 $55,088,000.00 4.00% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-4 $1,000,000.00 5.75% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-5 $24,400,000.00 5.75% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-6 $2,000,000.00 5.75% $1,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-7 $15,150,000.00 5.75% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-8 $1,297,000.00 4.00% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-9 $1,141,000.00 (5) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-10 $16,429,000.00 5.75% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-A-11 $710,000.00 5.75% $1,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 1-X (6) (7) $25,000.00(4) $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 2-A-1 $156,540,000.00 5.00% $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class 2-X (8) (9) $25,000.00 (4) $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class PO $1,307,924.00 (10) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class A-R(11) $100.00 5.75% (12) (12) --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class M $2,917,000.00 (13) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class B-1 $1,296,500.00 (13) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class B-2 $810,500.00 (13) $25,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class B-3 $486,500.00 (13) $100,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class B-4 $324,500.00 (13) $100,000.00 $1,000.00 --------------------- -------------------------- --------------------- ------------------------ ---------------------- Class B-5 $486,821.17 (13) $100,000.00 $1,000.00 ===================== ========================== ===================== ======================== ======================

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-2ss, LT-A-1mz, Class LT-A-2mz, Class LT-A-3a, Class LT-A-3b, Class LT-A-3mz, Class LT-M-1, Class LT-M-2, Cla▇▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class ----------------- ------------------- ------------------ ------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier REMIC A-1ss Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier REMIC A-1mz Class initial Class Certificate Balance Class LT-A-2ss (1) 1/2 initial Corresponding Upper Tier REMIC A-2ss Class initial Class Certificate Balance Class LT-A-2mz (1) 1/2 initial Corresponding Upper Tier REMIC A-2mz Class initial Class Certificate Balance Class LT-A-3a (1) 1/2 initial Corresponding Upper Tier REMIC A-3a Class initial Class Certificate Balance Class LT-A-3b (1) 1/2 initial Corresponding Upper Tier REMIC A-3b Class initial Class Certificate Balance Class LT-A-3mz (1) 1/2 initial Corresponding Upper Tier REMIC A-3mz Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC M-4 Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC M-5 Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC M-6 Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (3) Class LT-Group II (4) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(3) Class LT-off Date.Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(3) Class LT-R (6) (6) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” " and “Master the "Upper-Tier REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R-1 Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC and the Class R-2 Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary Class LT-1A1, Class LT-2A1, Class LT-2A2, Class LT-2A3, Class LT-2A4, Class LT-2A5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT-Accretion Directed Classes"). Each Class of Regular Certificates represents a beneficial ownership of a regular interest in the Upper-Tier REMIC shall hold as its assets and the right to receive Basis Risk Carry Forward Amounts, the Class P Certificates represent a beneficial ownership of the Prepayment Premiums, the Class X Interest represent beneficial ownership of a regular interest in the Upper-Tier REMIC, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account and the Class C Certificates represent beneficial ownership of the right to receive payment of the Fair Market Value Excess, on or after the Optional Termination Date, by the Servicer of all of the Mortgage Loans in each Loan Group, (and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off DateREO Properties).

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund (other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and the Capitalized Interest Account) will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1,” “Middle REMIC 2,” Tier REMIC" and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the Lower Tier REMIC, the Middle Tier REMIC Provisionsand the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MT-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LT-A-R Interest, and each such Lower ). Each Middle Tier REMIC Interest (other than the Class MT-A-R Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary Lower Tier REMIC shall will hold as its assets all property of the Mortgage Loans Trust Fund (other than the Supplemental Loan Account and the Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.Tax Matters Person Certificate may be issued in a different amount): ==================================================================================================================

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Class LT-A, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 are hereby designated the LT Accretion Directed Classes. The Subsidiary Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Lower Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is assets included in the Closing DateTrust Fund other than Prepayment Charges and the Excess Reserve Fund Account. In addition, for purposes LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS MATURITY DATE Class LT-A (1) 1/2 of the REMIC ProvisionsClass A October 25, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary 2033 Corresponding Class initial principal balance Class LT-M-1 (1) 1/2 of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.Class M-1 October 25, 2033 Corresponding Class initial principal balance

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund (other than the Trust Fund be treated for federal income tax purposes as comprising four Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1,” “Middle REMIC 2,” Tier REMIC" and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each the Lower Tier REMIC, the Middle Tier REMIC for purposes of and the REMIC ProvisionsMaster REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LTR-A-R Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts and the Corridor Contract Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Subsidiary REMICMiddle Tier REMIC and each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC . The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): ====================================================================================================================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of the CutMinimum ---------------------------------------------------------------------------------------------------------------------- Class 1-off Date.A-1 $30,000,000.00 (1) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 1-A-3 $1,440,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-4 $3,700,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-5 $20,000,000.00 (5) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-6 $30,000,000.00 (6) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-7 (7) (8) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 1-A-8 $1,700,000.00 (9) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-9 (10) (11) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 1-A-10 $22,814,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-X (12) (13) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 2-A-1 $66,740,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-X (14) (15) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class 3-A-1 $12,029,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-X (16) (17) $25,000.00(4) $1,000.00(4) ---------------------------------------------------------------------------------------------------------------------- Class PO-1 $449,098.00 (18) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class PO-2 $507,018.00 (18) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class PO-3 $167,206.00 (18) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class A-R(19) $100.00 5.50% (20) (20) ---------------------------------------------------------------------------------------------------------------------- Class M $3.357.000.00 (21) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-1 $1,579,900.00 (21) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-2 $987,300.00 (21) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-3 $790,000.00 (21) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-4 $691,100.00 (21) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-5 $493,829.21 (21) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class P $100.00 0.00%(22) $100.00 N/A ====================================================================================================================== ------------------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as its assets the Mortgage Loans several classes of uncertificated Lower Tier Regular Interests. Each such Lower Tier Regular Interest is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each Lower Tier REMIC created hereby for purposes shall hold as assets all of the REMIC Provisions is assets included in the Closing Date. In addition, for purposes of the REMIC ProvisionsTrust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, initial tier principal amount and latest possible maturity date for each regular interest as set forth in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cuttable below. LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE ---------------- ------------- ---------------------- ----------------------------- Class LT-off Date.C (1) $584,039,193 June 25, 2035 Class LT-N (2) (3) June 25, 2035 Class LT-PO (4) $123,746,449 June 25, 2035 Class LT-R (5) (5)

PRELIMINARY STATEMENT. As provided herein, The Depositor is the Trust Administrator shall elect that owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes purposes, the Trustee shall treat the Trust Fund as comprising four consisting of, among other things, a trust (the “ES Trust”) beneath which are three real estate mortgage investment conduits (each a “REMIC” or, or in the alternative, the “Subsidiary Lower Tier REMIC,” the “Middle REMIC 1,” “Middle REMIC 2,Tier REMIC” and the “Master REMIC”)) and shall make all elections as necessary for such treatment. Each Class of Certificates, other than The Lower Tier REMIC will hold all the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for purposes assets of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, Trust Fund and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the will issue several classes of uncertificated Lower Tier Interests REMIC Interests. The Class LTR-A-R Interest is hereby designated as the residual interest in the Subsidiary REMIC, other than the Class LT1-R Interest, Lower Tier REMIC and each such other Lower Tier REMIC Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary Middle Tier REMIC will hold all the regular interests in the Lower Tier REMIC and will issue several classes of uncertificated Middle Tier REMIC Interests. The Class MTR-A-R Interest is hereby designated as the residual interest in the Middle Tier REMIC and each other Middle Tier REMIC Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Master REMIC will hold all the regular interests in the Middle Tier REMIC and will issue several classes of uncertificated Master REMIC Interests. The Class MR-A-R Interest is hereby designated as the residual interest in the Master REMIC and each other Master REMIC Interest is hereby designated as a regular interest in the Master REMIC. The “latest possible maturity date,” for federal income tax purposes, of all REMIC regular interests created hereby will be the Latest Possible Maturity Date. The ES Trust shall hold as its assets the Mortgage Loans Class LTR-A-R Interest, the Class MTR-A-R Interest, the Class MR-A-R Interest, all Master REMIC regular interests and shall issue the Certificates. Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more of the Master REMIC regular interests held by the ES Trust. The Class A-R Certificate will represent ownership of the LTR-A-R Interest, the MTR-A-R and the MR-A-R Interest, which are, respectively, the sole Classes of REMIC residual interest in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the Lower Tier REMIC, the Middle Tier REMIC Provisions is and the Closing DateMaster REMIC. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, for purposes to the fullest extent possible, ownership of an ES Trust Certificate shall be treated as direct ownership of the REMIC Provisionsindividual, the latest possible maturity date underlying assets represented by such ES Trust Certificate for each regular interest in each REMIC created hereby is the Distribution Date federal income tax reporting purposes. The following the third anniversary table sets forth characteristics of the scheduled maturity date ES Trust Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as of the CutTax Matters Person Certificate may be issued in a different amount): Class 1-off Date.A-1 $247,884,000 (1) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-G, MR-1-A-1-H, MR-1-A-1-I, MR-1-A-1-J, MR-1-A-1-K, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ Class 1-A-2 $10,329,000 (1) $25,000 $1 MR-1-A-2 Class 1-A-3 $247,884,000 (2) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ ▇▇-▇-▇-▇-▇. Class 1-A-3X $ 247,884,000 (3) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-J, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. Class 1-A-4 $ 247,884,000 (2) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-H, MR-1-A-1-J, MR-1-A-1-K, MR-1-A-1-M, MR-1-A-1-N MR-1-A-1-P, MR-1-A-1-Q. Class 1-A-4X $ 247,884,000 (3) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, Class 1-A-5 $ 96,278,145 (4) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ MR-1-A-1-F, MR-1-A-1-G, MR-1-A-1-H, MR-1-A-1-I, MR-1-A-1-J, MR-1-A-1-K, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. Class 1-A-6 $ 151,605,854 (5) $25,000 $1 MR-1-A-1-N Class 1-A-7 $ 58,376,682 (4) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ ▇▇-▇-▇-▇-▇, MR-1-A-1-G, MR-1-A-1-I, MR-1-A-1-J, MR-1-A-1-K, MR-1-A-1-L, MR-1-A-1-M, MR-1-A-1-O, MR-1-A-1-P,. Class 1-A-8 $ 189,507,318 (6) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. Class 1-A-9 $ 80,231,788 (7) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-G, MR-1-A-1-F, MR-1-A-1-H, MR-1-A-1-I, MR-1-A-1-J, MR-1-A-1-K, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. Class 1-A-10 $ 167,652,212 (5) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇. Class 1-A-11 $ 46,701,345 (7) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-J, MR-1-A-1-K, MR-1-A-1-L, MR-1-A-1-M, MR-1-A-1-O, MR-1-A-1-P, Class 1-A-12 $ 201,182,654 (6) $25,000 $1 ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇ ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, ▇▇-▇-▇-▇-▇, MR-1-A-1-Q. Class 2-A-1 $ 117,410,000 (8) $25,000 $1 MR-2-A-1 Class 2-A-2 $ 4,892,000 (8) $25,000 $1 MR-2-A-2 Class A-R(9) $100 (1) (9) (9) LTR-A-R, MTR-A-R MR-A-R Class M $ 9,711,000 (10) $25,000 $1 MR-M Class B-1 $ 2,379,000 (10) $25,000 $1 MR-B-1 Class B-2 $ 1,585,000 (10) $25,000 $1 MR-B-2 Class B-3 $ 793,000 (10) $100,000 $1 MR-B-3 Class B-4 $ 594,000 (10) $100,000 $1 MR-B-4 Class B-5 $ 793,676 (10) $100,000 $1 MR-B-5 Class 1-P $100 (11) (12) (13) MR-1-P Class 2-P $100 (11) (12) (13) MR-2-P

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” " and “Master the "Upper-Tier REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R-1 Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, and the Class R-2 Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each Offered Certificates represents a beneficial ownership of a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper-Tier REMIC, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower-Tier REMIC Corresponding Lower-Tier Lower-Tier Initial Lower-Tier Upper-Tier Regular Interest Interest Rate Principal Amount Regular Interest ---------------- ------------- ----------------------------------------- ---------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as A-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate Balance of the CutA-2 Corresponding Upper-off Date.Tier REMIC Regular Interest Class LT-A-3 (1) 1/2 initial Class Certificate Balance of A-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-4 (1) 1/2 initial Class Certificate Balance of A-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-A-2c, Class LT-A-2mz, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Class Lower Tier Initial Lower Tier Corresponding Upper Tier Designation Interest Rate Principal Amount REMIC Class ----------------------------------------------------------------------------------------------------------------------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier REMIC Class A-1ss initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier REMIC Class A-1mz initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2a initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2b initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2c initial Class Certificate Balance Class LT-A-2mz (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2mz initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-1 initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-2 initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-3 initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-4 initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-5 initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-6 initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-1 initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-2 initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-3 initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund, other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1Tier REMIC,” “Middle REMIC 2,” " and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the REMIC ProvisionsLower Tier REMIC, the Middle Tier REMIC, and the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-R AR Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LTR-R AR Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LTR-AR Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-AR Interest) is hereby designated as a regular interest in the Middle Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table specifies the class designation, interest rate, and principal amount for each regular interest in each class of Lower Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.Interests: Lower Tier REMIC Interests Lower Tier REMIC A Initial Class Class Designation Principal Balance Class Interest Rate

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund, other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1Tier REMIC,” “Middle REMIC 2,” " and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the REMIC ProvisionsLower Tier REMIC, the Middle Tier REMIC, and the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-R AR Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LTR-R AR Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LTR-AR Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-AR Interest) is hereby designated as a regular interest in the Middle Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table specifies the class designation, interest rate, and principal amount for each regular interest in each class of Lower Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the CutInterests: Lower Tier REMIC Interests Lower Tier REMIC A Initial Class Class Designation Principal Balance Class Interest Rate LT-1-off Date.P&I (1) 6.75% LT-1-PO $1,941,211.00 (2) LT-2-P&I (3) 7.00% LT-2-PO $1,839,767.00 (2) LT-A-R (4) (4)

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund, other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1Tier REMIC,” “Middle REMIC 2,” " and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the REMIC ProvisionsLower Tier REMIC, the Middle Tier REMIC, and the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LT-A-R Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): ================================================================================= Integral Initial Class Pass-Through Multiples Class Certificate Rate Minimum in Excess of the CutDesignation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 1-off Date.A-1 $111,500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-2 $17,004,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-3 $19,910,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-4 $16,180,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-5 $240,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-6 $19,790,000.00 (1) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-7 (2) (3) $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 1-A-8 $35,622,000.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-9 $29,744,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-10 $31,650,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-11 $9,019,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-12 (5) 6.50% $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 1-A-13 $33,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-14 $500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-X (6) (7) $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 2-A-1 $69,867,000.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-2 $16,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-3 $20,911,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-4 $25,000,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-5 $7,850,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-6 $2,500,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-7 $2,245,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-8 $5,000,000.00 (8) $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-9 $5,000,000.00 (9) $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-10 $25,000,000.00 4.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-11 $500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- ================================================================================= Integral Initial Class Pass-Through Multiples Class Certificate Rate Minimum in Excess of Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 2-A-12 $650,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-13 (10) 6.25% $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 2-A-14 $20,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 3-A-1 $148,163,000.00 5.75% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO $2,847,852.00 (11) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-R(12) $100.00 6.50% (13) (13) --------------------------------------------------------------------------------- Class M $9,027,800.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-1 $3,473,000.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-2 $2,778,000.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-3 $1,042,000.00 (14) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-4 $1,042,000.00 (14) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-5 $1,388,938.70 (14) $100,000.00 $1,000.00 =================================================================================

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” " and “Master the "Upper Tier REMIC”", respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class ------------------------ ------------------- ----------------------------------------- -------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier A-1ss REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier A-1mz REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier A-2a REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier A-2b REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding Upper Tier A-2c REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” ", the "Upper-Tier REMIC" and “Master the "Class X REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-AV-1, Class LT-AF-2, Class LT-AF-3, Class LT-AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (excluding the Closing Date. In additionClass P, for purposes Class X and the Residual Certificates) represents beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. The Lower-Tier REMIC Lower-Tier Interest Lower-Tier Corresponding Designation Interest Rate Initial Lower-Tier Principal Amount Upper-Tier REMIC Class -------------------------- ------------------- ---------------------------------------------------- --------------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of the CutAF-2 Corresponding Upper-off Date.Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate Balance of AF-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interests in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R InterestRegular Interests, and each set out below. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Middle Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Groupseveral classes of uncertificated Lower Tier Regular Interests, and all collections and accounts related theretoset out below. The startup day for each REMIC created Each such Lower Tier Regular Interest is hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each designated as a regular interest in each REMIC created the Lower Tier REMIC. Class MT-A, Class MT-M-1, Class MT-M-2, Class MT-B-1 and Class MT-B-2 are hereby is designated the Distribution Date following the third anniversary MT Accretion Directed Classes. The Class P Certificate represents beneficial ownership of the scheduled maturity date Prepayment Charges, which portion of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as a grantor trust. The Lower Tier REMIC shall hold as assets all of the Cutassets included in the Trust Fund other than Prepayment Charges and the Excess Reserve Fund Account. LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER LATEST POSSIBLE MATURITY DESIGNATION INTEREST RATE PRINCIPAL AMOUNT DATE ---------------- ------------- ------------------ ------------------------ Class LT-1 (1) $1,472,200 January 25, 2033 Class LT-2 (1) $1,515,400 January 25, 2033 Class LT-3 (1) $1,558,900 January 25, 2033 Class LT-4 (1) $1,602,500 January 25, 2033 Class LT-5 (1) $1,591,400 January 25, 2033 Class LT-6 (1) $1,580,400 January 25, 2033 Class LT-7 (1) $1,569,500 January 25, 2033 Class LT-8 (1) $1,558,800 January 25, 2033 Class LT-9 (1) $1,548,300 January 25, 2033 Class LT-10 (1) $1,537,800 January 25, 2033 Class LT-11 (1) $1,526,100 January 25, 2033 Class LT-12 (1) $1,512,700 January 25, 2033 Class LT-13 (1) $1,483,100 January 25, 2033 Class LT-14 (1) $1,449,700 January 25, 2033 Class LT-15 (1) $1,416,100 January 25, 2033 Class LT-16 (1) $1,382,700 January 25, 2033 Class LT-17 (1) $1,350,000 January 25, 2033 Class LT-18 (1) $1,318,200 January 25, 2033 Class LT-19 (1) $1,287,000 January 25, 2033 Class LT-20 (1) $14,130,400 January 25, 2033 Class LT-21 (1) $920,200 January 25, 2033 Class LT-22 (1) $898,400 January 25, 2033 Class LT-23 (1) $877,200 January 25, 2033 Class LT-24 (1) $856,400 January 25, 2033 Class LT-25 (1) $836,200 January 25, 2033 Class LT-26 (1) $816,500 January 25, 2033 Class LT-27 (1) $797,100 January 25, 2033 Class LT-28 (1) $778,300 January 25, 2033 Class LT-29 (1) $759,800 January 25, 2033 Class LT-30 (1) $741,900 January 25, 2033 Class LT-31 (1) $724,300 January 25, 2033 Class LT-32 (1) $707,200 January 25, 2033 Class LT-33 (1) $690,500 January 25, 2033 Class LT-34 (1) $674,100 January 25, 2033 Class LT-35 (1) $658,100 January 25, 2033 Class LT-36 (1) $26,885,300 January 25, 2033 Class LT-37 (1) $324,050,491 January 25, 2033 Class LT-off Date.R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1 and Class LT-B-2 are hereby designated the LT Accretion Directed Classes. The Subsidiary Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Lower Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is assets included in the Closing DateTrust Fund other than Prepayment Charges and the Excess Reserve Fund Account. In addition, for purposes LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS MATURITY DATE ---------------------- ------------------ ------------------------ ---------------------- ------------------------- Class LT-A-1 (1) 1/2 of the REMIC ProvisionsClass ▇-▇ ▇▇▇▇▇▇ ▇▇, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-A-2 (1) 1/2 of the scheduled maturity date Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-M-1 (1) 1/2 of the Mortgage Loan having the latest scheduled maturity date as Class M-1 August 25, 2033 Corresponding Class initial principal balance Class LT-M-2 (1) 1/2 of the CutClass M-2 August 25, 2033 Corresponding Class initial principal balance Class LT-off Date.M-3 (1) 1/2 of the Class M-3 August 25, 2033 Corresponding Class initial principal balance Class LT-B-1 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-B-2 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-Accrual (1) 1/2 of the Pool Stated August 25, 2033 Principal Balance plus 1/2 of the Subordinated Amount Class LT-IO (2) (3) July 25, 2003 Class LT-R (4) (4)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “REMIC” or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 are hereby designated the MT Accretion Directed Classes. The Subsidiary Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Middle Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related theretoseveral classes of uncertificated Lower Tier Regular Interests. The startup day for each REMIC created Each such Lower Tier Regular Interest is hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each designated as a regular interest in each the Lower Tier REMIC. The Lower Tier REMIC created hereby is the Distribution Date following the third anniversary shall hold as assets all of the scheduled maturity date assets included in the Trust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier REMIC shall issue the following classes of interests, and each Lower Tier Interest, other than the Mortgage Loan having Class LT-R Interest, is hereby designated as a regular interest in the latest scheduled maturity date as of the CutLower Tier REMIC. Class LT-off Date.C (1) $529,130,053.72 July 26, 2034 Class LT-N (2) (3) July 26, 2034 Class LT-PO (4) $131,437,947.55 July 26, 2034 Class LT-R (5) (5) July 26, 2034

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------ ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, LIBOR Certificates (other than the right of each Class AR Certificates, of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements) represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class Class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1A, Class LT-A-1B, Class LT-A-2, Class LT-A-3A, Class LT-A-3B, Class LT-A-3C, Class LT-M1, Class LT-M2, Class LT-M-3, Class LT-M-4, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each LIBOR Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2 and Class LT-B-1 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes. The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes which portion of the Trust Fund shall be treated as a grantor trust. LOWER TIER LOWER TIER INTEREST INITIAL LOWER TIER CORRESPONDING UPPER CLASS DESIGNATION RATE PRINCIPAL AMOUNT TIER REMIC Provisions, the latest possible maturity date for each regular interest in each CLASS ----------------- ---- ---------------- ---------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the CutA-1 initial principal balance Class LT-off Date.A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- -------------------------- ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I and Class LT-Group II Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans(4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Upper Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-A-1 (1) 1/4 Corresponding Upper Tier A-1 REMIC Regular Interest initial Class Principal Balance Class LT-A-2 (1) 1/4 Corresponding Upper Tier A-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT-Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans Class LT-Group I (2) 0.01% initial aggregate N/A Stated Principal Balance of the Group I Mortgage Loans Class LT-Group II(SUB) (1) 0.01% initial Group N/A Subordinate Amount of the Group II Mortgage Loans Class LT-Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class ------------------------- ------------------------ ------------------------------------------- ---------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC A-4 Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2 and Class LT-B-1 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes. The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes which portion of the Trust Fund shall be treated as a grantor trust. CORRESPONDING LATEST POSSIBLE CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC ProvisionsCLASS MATURITY DATE Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier A-1 January 25, the latest possible maturity date for each regular interest in each 2032 REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutinitial principal balance Class LT-off Date.A-2 (1) 1/2 initial Corresponding Upper Tier A-2 July 25, 2030 REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 January 25, 2032 REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 January 25, 2032 REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 January 25, 2032 REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus 1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificates, of Offered Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement) represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-M1, Class LT-M2, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2 and Class LT-B-1 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes. The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes which portion of the Trust Fund shall be treated as a grantor trust. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC Provisions, the latest possible maturity date for each regular interest in each CLASS ------------------ ------------- --------------------------- ---------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutinitial principal balance Class LT-off Date.A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------ ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR/Fixed Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR/Fixed Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1A, Class LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------------- --------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT-Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans Class LT-Group I (2) 0.01% initial aggregate N/A Stated Principal Balance of the Group I Mortgage Loans Class LT-Group II(SUB) (1) 0.01% initial Group N/A Subordinate Amount of the Group II Mortgage Loans Class LT-Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes. The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes which portion of the Trust Fund shall be treated as a grantor trust. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC Provisions, the latest possible maturity date for each regular interest in each CLASS ----------------- ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutinitial principal balance Class LT-off Date.A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Current Maximum Amount plus 1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2 and Class MT-B-3 are hereby designated the MT Accretion Directed Classes. The Subsidiary Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Middle Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related theretoseveral classes of uncertificated Lower Tier Regular Interests. The startup day for each REMIC created Each such Lower Tier Regular Interest is hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each designated as a regular interest in each the Lower Tier REMIC. The Lower Tier REMIC created hereby is the Distribution Date following the third anniversary shall hold as assets all of the scheduled maturity date assets included in the Trust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Capitalized Interest Account and the Cap Agreements. The Lower Tier REMIC shall issue the following classes of interests, and each Lower Tier Interest, other than the Mortgage Loan having Class LT-R Interest, is hereby designated as a regular interest in the latest scheduled maturity date as of the CutLower Tier REMIC. LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL LATEST POSSIBLE MATURITY DESIGNATION RATE AMOUNT DATE ---------------- ------------- ---------------------- ------------------------ Class LT-off Date.C (1) $718,833,368 June 25, 2034 Class LT-N (2) (3) June 25, 2034 Class LT-PO (4) $168,140,783 June 25, 2034 Class LT-R (5) (5) June 25, 2034

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cuta grantor trust. LOWER TIER LOWER TIER INITIAL LOWER TIER CORRESPONDING UPPER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT TIER REMIC CLASS -------------------------------------------------------------------------------------------------------------------------- Class LT-off Date.A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $1,244.37147025 (4) Class LT-Group II (3) $ 755.62852975 (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cuta grantor trust. LOWER TIER LOWER TIER INTEREST INITIAL LOWER TIER CORRESPONDING UPPER CLASS DESIGNATION RATE PRINCIPAL AMOUNT TIER REMIC CLASS ------------------------- ------------------- ------------------------------------------- -------------------- Class LT-off Date.A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-Accrual (1) 1/2 Current Maximum Amount plus 1/2 Subordinated Amount, less $2,000 Class LT Group I (2) (4) Class LT Group II (3) (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-A-6, Class LT-A-7, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Initial Lower Tier Corresponding Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------------------------------ ------------------------ Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-1 initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2 initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-3 initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-4 initial Class Certificate Balance Class LT-A-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-5 initial Class Certificate Balance Class LT-A-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-6 initial Class Certificate Balance Class LT-A-7 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-7 initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-1 initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-2 initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-3 initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-4 initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-5 initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-6 initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-1 initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-2 initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-3 initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class -------------------------------------------------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-1 Class LT-A-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-2 Class LT-A-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-3 Class LT-A-4 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-4 Class LT-M-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-1 Class LT-M-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-2 Class LT-M-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-3 Class LT-B-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-1 Class LT-B-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-2 Class LT-B-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-3 Class LT-B-4 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-4 Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that four segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits REMICs (each each, a “Trust REMIC” or, in the alternative, the “Subsidiary Lower-Tier REMIC,” ”, the “Middle REMIC 1,” Middle-Tier REMIC”, the “Middle REMIC 2,Upper-Tier REMIC” and the “Master Class X REMIC”, respectively). Each The Class UT-Swap IO Interest, the Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Tax Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Middle-Tier REMIC, and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest and the Class UT-Swap-IO Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Middle-Tier Interests in Middle Regular Interests, set out below. The Middle-Tier REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 1 the definition of “Trust Fund” herein (other than the Class MT1Prepayment Premiums and the Excess Reserve Fund Account). Each Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. Each Middle-Tier Regular Interest is hereby designated as a regular interest in the Middle-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class MT-A-1, Class MT-A-2, Class MT-A-3A, Class MT-A-3B, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6, Class MT-B-1, Class MT-B-2 and Class MT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoMT-Accretion Directed Classes (the “MT Accretion Directed Classes”). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (excluding the Closing Date. In additionClass P, for purposes Class X and each class of the REMIC Provisions, the latest possible maturity date for each Residual Certificates) represents beneficial ownership of a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Tax Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of Trust Fund shall be treated as a grantor trust. The Lower-Tier REMIC Interests will have the Mortgage Loan having Initial Principal Balances and Pass-Through Rates as set forth in the latest scheduled maturity date as of the Cutfollowing table: Class LT-1A (1) (2) Class LT-1B (1) (2) Class LT-2A (1) (2) Class LT-2B (1) (2) Class LT-3A (1) (2) Class LT-3B (1) (2) Class LT-4A (1) (2) Class LT-4B (1) (2) Class LT-5A (1) (2) Class LT-5B (1) (2) Class LT-6A (1) (2) Class LT-6B (1) (2) Class LT-7A (1) (2) Class LT-7B (1) (2) Class LT-8A (1) (2) Class LT-8B (1) (2) Class LT-9A (1) (2) Class LT-9B (1) (2) Class LT-10A (1) (2) Class LT-10B (1) (2) Class LT-11A (1) (2) Class LT-11B (1) (2) Class LT-12A (1) (2) Class LT-12B (1) (2) Class LT-13A (1) (2) Class LT-13B (1) (2) Class LT-14A (1) (2) Class LT-14B (1) (2) Class LT-15A (1) (2) Class LT-15B (1) (2) Class LT-16A (1) (2) Class LT-16B (1) (2) Class LT-17A (1) (2) Class LT-17B (1) (2) Class LT-18A (1) (2) Class LT-18B (1) (2) Class LT-19A (1) (2) Class LT-19B (1) (2) Class LT-20A (1) (2) Class LT-20B (1) (2) Class LT-21A (1) (2) Class LT-21B (1) (2) Class LT-22A (1) (2) Class LT-22B (1) (2) Class LT-23A (1) (2) Class LT-23B (1) (2) Class LT-24A (1) (2) Class LT-24B (1) (2) Class LT-25A (1) (2) Class LT-25B (1) (2) Class LT-26A (1) (2) Class LT-26B (1) (2) Class LT-27A (1) (2) Class LT-27B (1) (2) Class LT-28A (1) (2) Class LT-28B (1) (2) Class LT-29A (1) (2) Class LT-29B (1) (2) Class LT-30A (1) (2) Class LT-30B (1) (2) Class LT-31A (1) (2) Class LT-31B (1) (2) Class LT-32A (1) (2) Class LT-32B (1) (2) Class LT-33A (1) (2) Class LT-33B (1) (2) Class LT-34A (1) (2) Class LT-34B (1) (2) Class LT-35A (1) (2) Class LT-35B (1) (2) Class LT-36A (1) (2) Class LT-36B (1) (2) Class LT-37A (1) (2) Class LT-37B (1) (2) Class LT-38A (1) (2) Class LT-38B (1) (2) Class LT-39A (1) (2) Class LT-39B (1) (2) Class LT-40A (1) (2) Class LT-40B (1) (2) Class LT-41A (1) (2) Class LT-41B (1) (2) Class LT-42A (1) (2) Class LT-42B (1) (2) Class LT-43A (1) (2) Class LT-43B (1) (2) Class LT-44A (1) (2) Class LT-44B (1) (2) Class LT-45A (1) (2) Class LT-45B (1) (2) Class LT-46A (1) (2) Class LT-46B (1) (2) Class LT-47A (1) (2) Class LT-47B (1) (2) Class LT-48A (1) (2) Class LT-48B (1) (2) Class LT-49A (1) (2) Class LT-49B (1) (2) Class LT-50A (1) (2) Class LT-50B (1) (2) Class LT-51A (1) (2) Class LT-51B (1) (2) Class LT-52A (1) (2) Class LT-52B (1) (2) Class LT-53A (1) (2) Class LT-53B (1) (2) Class LT-54A (1) (2) Class LT-54B (1) (2) Class LT-55A (1) (2) Class LT-55B (1) (2) Class LT-56A (1) (2) Class LT-56B (1) (2) Class LT-57A (1) (2) Class LT-57B (1) (2) Class LT-58A (1) (2) Class LT-58B (1) (2) Class LT-59A (1) (2) Class LT-59B (1) (2) Class LT-60A (1) (2) Class LT-60B (1) (2) Class LT-off Date.Support-X (1), (3) (2) Class LT-Support-Y (1), (3) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2a, Class LT-A-2b, Class LT-A-3a, Class LT-A-3b, Class LT-A-3c, Class LT-A-3d, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class --------------------- ---------------- --------------------------------------------- ---------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier A-2a REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier A-2b REMIC Class initial Class Certificate Balance Class LT-A-3a (1) 1/2 initial Corresponding Upper Tier A-3a REMIC Class initial Class Certificate Balance Class LT-A-3b (1) 1/2 initial Corresponding Upper Tier A-3b REMIC Class initial Class Certificate Balance Class LT-A-3c (1) 1/2 initial Corresponding Upper Tier A-3c REMIC Class initial Class Certificate Balance Class LT-A-3d (1) 1/2 initial Corresponding Upper Tier A-3d REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each each, a “Trust REMIC” or, in the alternative, the “Subsidiary Lower-Tier REMIC,” ”, the “Middle REMIC 1,” “Middle REMIC 2,Upper-Tier REMIC” and the “Master Class X REMIC”, respectively). Each The Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of “Trust Fund” herein (other than the Class MT2Prepayment Premiums and the Excess Reserve Fund Account). Each Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-AV-1, Class LT-AF-2, Class LT-AF-3, Class LT-AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-AF-7, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the “LT Accretion Directed Classes”). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (other that the Closing Date. In additionClass P, for purposes Class X and Residual Certificates) represents beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Class LT-AV-1 (1) ½ initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as Corresponding Upper-Tier REMIC Regular Interest AV-1 Class LT-AF-2 (1) ½ initial Class Certificate Balance of the CutCorresponding Upper-off Date.Tier REMIC Regular Interest AF-2 Class LT-AF-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-3 Class LT-AF-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-4 Class LT-AF-5 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-5 Class LT-AF-6 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-6 Class LT-AF-7 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-7 Class LT-M-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-1 Class LT-M-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-2 Class LT-M-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-3 Class LT-M-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-4 Class LT-M-5 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-5 Class LT-M-6 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-6 Class LT-B-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-2 Class LT-B-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-3 Class LT-B-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-4

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of any Prepayment Penalties) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMICREMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R Interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the a Subsidiary REMIC. The Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in each Loan GroupGroup I and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: Subsidiary REMIC 1 Interest Initial Principal Balance Interest Rate Corresponding Class of Master REMIC Certificates LT1-Grp I (1) 5.50% N/A(9) LT1-I-X (2) (2) A-X LT1-I-PO (3) (4) A-P LT1-IV-X (6) (6) A-X LT1-IV-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Corresponding Lower Tier Interest Initial Lower Tier Upper Tier Class Designation Rate Principal Amount REMIC Class ------------------ ---------- ------------------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding A-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding A-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as its assets the Mortgage Loans several classes of uncertificated Lower Tier Regular Interests. Each such Lower Tier Regular Interest is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each Lower Tier REMIC created hereby for purposes shall hold as assets all of the REMIC Provisions is assets included in the Closing Date. In addition, for purposes of the REMIC ProvisionsTrust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, initial tier principal amount and latest possible maturity date for each regular interest as set forth in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cuttable below. LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE ---------------- ------------- ---------------------- ----------------------------- Class LT-off Date.C (1) $585,030,963 February 25, 2035 Class LT-N (2) (3) February 25, 2035 Class LT-PO (4) $124,548,357 February 25, 2035 Class LT-R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator Securities Adminstrator, on behalf of the Trustee, shall elect that the Trust Fund (exclusive of the Swap Agreement, the Swap Account and the Prefunding Account (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC,” the “Middle REMIC 1,” “Middle REMIC 2REMIC,” and the “Master REMIC”). Each Class .” For purposes of Certificatesthe REMIC Provisions, each Certificate (other than the Class AR Certificates, R Certificate) represents ownership of a regular interest in the Master REMIC for purposes REMIC. In addition, the LIBOR Certificates represent the right to receive payments pursuant to contractual arrangements as described in Section 9.21 of the REMIC Provisionsthis Agreement. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Lower Tier Interests in the Middle REMIC 2 REMIC, other than the Class MT2MT-R Interest, and each such Middle Lower Tier Interest is hereby designated as a regular interest in the Middle REMIC. The Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans property of the Trust Fund other than (i) the Lower Tier Interests in each Loan Group, the Subsidiary REMIC and all collections Middle REMIC and accounts related thereto(ii) the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date 36th month following the third anniversary month of the scheduled maturity date of the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest scheduled maturity date as date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of the CutSubsidiary REMIC Lower Tier Interests, each of which (other than the LT-off Date.R interest) is hereby designated as a regular interest in the Subsidiary REMIC (the “the Subsidiary REMIC Regular Interests”): LT-A $ 9,058,401.00 (1) LT-F1 $ 6,264,421.50 (2) LT-V1 $ 6,264,421.50 (3) LT-F2 $ 6,043,586.00 (2) LT-V2 $ 6,043,586.00 (3) LT-F3 $ 5,830,301.00 (2) LT-V3 $ 5,830,301.00 (3) LT-F4 $ 5,624,541.50 (2) LT-V4 $ 5,624,541.50 (3) LT-F5 $ 5,426,042.00 (2) LT-V5 $ 5,426,042.00 (3) LT-F6 $ 5,234,547.50 (2) LT-V6 $ 5,234,547.50 (3) LT-F7 $ 5,049,810.00 (2) LT-V7 $ 5,049,810.00 (3) LT-F8 $ 4,871,591.00 (2) LT-V8 $ 4,871,591.00 (3) LT-F9 $ 4,699,661.00 (2) LT-V9 $ 4,699,661.00 (3) LT-F10 $ 4,533,797.00 (2) LT-V10 $ 4,533,797.00 (3) LT-F11 $ 4,373,787.00 (2) LT-V11 $ 4,373,787.00 (3) LT-F12 $ 4,219,422.50 (2) LT-V12 $ 4,219,422.50 (3) LT-F13 $ 4,070,505.50 (2) LT-V13 $ 4,070,505.50 (3) LT-F14 $ 3,926,843.00 (2) LT-V14 $ 3,926,843.00 (3) LT-F15 $ 3,788,249.50 (2) LT-V15 $ 3,788,249.50 (3) LT-F16 $ 3,654,548.00 (2) LT-V16 $ 3,654,548.00 (3) LT-F17 $ 3,525,563.00 (2) LT-V17 $ 3,525,563.00 (3) LT-F18 $ 3,401,130.50 (2) LT-V18 $ 3,401,130.50 (3) LT-F19 $ 4,799,143.50 (2) LT-V19 $ 4,799,143.50 (3) LT-F20 $ 4,819,691.50 (2) LT-V20 $ 4,819,691.50 (3) LT-F21 $ 3,198,715.50 (2) LT-V21 $ 3,198,715.50 (3) LT-F22 $ 2,669,916.50 (2) LT-V22 $ 2,669,916.50 (3) LT-F23 $ 2,575,661.00 (2) LT-V23 $ 2,575,661.00 (3) LT-F24 $ 2,484,732.50 (2) LT-V24 $ 2,484,732.50 (3) LT-F25 $ 2,397,014.00 (2) LT-V25 $ 2,397,014.00 (3) LT-F26 $ 2,312,391.50 (2) LT-V26 $ 2,312,391.50 (3) LT-F27 $ 2,230,756.50 (2) LT-V27 $ 2,230,756.50 (3) LT-F28 $ 2,152,002.00 (2) LT-V28 $ 2,152,002.00 (3) LT-F29 $ 2,076,028.50 (2) LT-V29 $ 2,076,028.50 (3) LT-F30 $ 2,002,736.50 (2) LT-V30 $ 2,002,736.50 (3) LT-F31 $ 1,932,031.50 (2) LT-V31 $ 1,932,031.50 (3) LT-F32 $ 1,884,554.50 (2) LT-V32 $ 1,884,554.50 (3) LT-F33 $ 1,989,156.50 (2) LT-V33 $ 1,989,156.50 (3) LT-F34 $ 1,833,908.00 (2) LT-V34 $ 1,833,908.00 (3) LT-F35 $ 1,662,327.00 (2) LT-V35 $ 1,662,327.00 (3) LT-F36 $ 1,603,638.50 (2) LT-V36 $ 1,603,638.50 (3) LT-F37 $ 1,546,602.00 (2) LT-V37 $ 1,546,602.00 (3) LT-F38 $ 1,492,013.50 (2) LT-V38 $ 1,492,013.50 (3) LT-F39 $ 1,439,350.50 (2) LT-V39 $ 1,439,350.50 (3) LT-F40 $ 1,388,653.00 (2) LT-V40 $ 1,388,653.00 (3) LT-F41 $ 1,339,635.00 (2) LT-V41 $ 1,339,635.00 (3) LT-F42 $ 1,292,347.00 (2) LT-V42 $ 1,292,347.00 (3) LT-F43 $ 1,246,728.00 (2) LT-V43 $ 1,246,728.00 (3) LT-F44 $ 1,202,719.00 (2) LT-V44 $ 1,202,719.00 (3) LT-F45 $ 1,160,263.50 (2) LT-V45 $ 1,160,263.50 (3) LT-F46 $ 1,119,306.50 (2) LT-V46 $ 1,119,306.50 (3) LT-F47 $ 1,079,794.50 (2) LT-V47 $ 1,079,794.50 (3) LT-F48 $ 1,041,677.50 (2) LT-V48 $ 1,041,677.50 (3) LT-F49 $ 1,004,906.00 (2) LT-V49 $ 1,004,906.00 (3) LT-F50 $ 969,432.00 (2) LT-V50 $ 969,432.00 (3) LT-F51 $ 935,210.00 (2) LT-V51 $ 935,210.00 (3) LT-F52 $ 902,196.00 (2) LT-V52 $ 902,196.00 (3) LT-F53 $ 876,507.50 (2) LT-V53 $ 876,507.50 (3) LT-F54 $ 845,385.00 (2) LT-V54 $ 845,385.00 (3) LT-F55 $ 815,367.00 (2) LT-V55 $ 815,367.00 (3) LT-F56 $ 786,468.50 (2) LT-V56 $ 786,468.50 (3) LT-F57 $ 973,276.00 (2) LT-V57 $ 973,276.00 (3) LT-F58 $ 7,985,552.00 (2) LT-V58 $ 7,985,552.00 (3) LT-F59 $ 442,189.50 (2) LT-V59 $ 442,189.50 (3) LT-F60 $ 11,925,167.50 (2) LT-V60 $ 11,925,167.50 (3) LT-R (4) (4) LT-Subs-IO (5) (5)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” ", the "Upper-Tier REMIC" and “Master the "Class X REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-AV-1, Class LT-AF-2, Class LT-AF-3, Class LT-AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (excluding the Closing Date. In additionClass P, for purposes Class X and the Residual Certificates) represents beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. The Lower-Tier REMIC Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ----------------------------- ----------------- -------------------------------------------- ---------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of the CutAF-2 Corresponding Upper-off Date.Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate Balance of AF-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ----------------------------- ----------------- -------------------------------------------- ---------------------- Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate Balance of B-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower-Tier REMIC and the Upper-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests in Middle REMIC 2 other than the Class MT2Regular Interests, set out below. Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2 and Class LT-M-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificate represents beneficial ownership of a regular interest in the Upper-Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier REMIC Designation Interest Rate Principal Amount Class --------------------- --------------- ---------------------------------------- ---------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of the A-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate Balance of A-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-Group I (2) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans Class LT-Group II (3) 0.001 % aggregate Stated Principal Balance of the CutGroup I Mortgage Loans Class LT-off Date.R (4) (4) -------------

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” ", the "Upper-Tier REMIC" and “Master the "Class X REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Cap Agreement and the Excess Reserve Fund Account). Each Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-AV-1, Class LT-AF-2A, Class LT-AF-2B, Class LT-AF-3A, Class LT-AF-3B, Class LT-AF-4A, Class LT-AF-4B, Class LT-AF-5A, Class LT-AF-5B, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (excluding the Closing Date. In additionClass P, for purposes Class X and the Residual Certificates) represents beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. The Lower-Tier REMIC Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ------------------------------------------------------------------------------------------------------------------ Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2A (1) 1/2 initial Class Certificate Balance of the CutAF-2A Corresponding Upper-off Date.Tier REMIC Regular Interest Class LT-AF-2B (1) 1/2 initial Class Certificate Balance of AF-2B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3A (1) 1/2 initial Class Certificate Balance of AF-3A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3B (1) 1/2 initial Class Certificate Balance of AF-3B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4A (1) 1/2 initial Class Certificate Balance of AF-4A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4B (1) 1/2 initial Class Certificate Balance of AF-4B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5A (1) 1/2 initial Class Certificate Balance of AF-5A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5B (1) 1/2 initial Class Certificate Balance of AF-5B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ------------------------------------------------------------------------------------------------------------------ Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes. The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes which portion of the Trust Fund shall be treated as a grantor trust. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC Provisions, the latest possible maturity date for each regular interest in each CLASS ----------------- ------------- ------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutinitial principal balance Class LT-off Date.A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower-Tier REMIC and the Upper-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests in Middle REMIC 2 other than the Class MT2Regular Interests, set out below. Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2 and Class LT-M-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificate represents beneficial ownership of a regular interest in the Upper-Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier Designation Interest Rate Principal Amount REMIC Class --------------------- --------------- ---------------------------------------- ------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of the A-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate Balance of A-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-Group I (2) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans Class LT-Group II (3) 0.001 % aggregate Stated Principal Balance of the CutGroup I Mortgage Loans Class LT-off Date.R (4) (4) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the Lower-Tier REMIC and the Upper-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Interest and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Corridor Agreements and the Excess Reserve Fund Account). Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1A, Class LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan GroupLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class X Certificates represent beneficial ownership of the Class X Interest, the Excess Reserve Fund Account and the Corridor Agreements, the Class P Certificates represent beneficial ownership of the Prepayment Premiums, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes LIBOR Certificate represents a beneficial ownership of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following the third anniversary right to receive Basis Risk Carry Forward Amounts, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower-Tier REMIC Corresponding Lower-Tier Regular Lower-Tier Initial Lower-Tier Principal Upper-Tier Interest Designation Interest Rate Amount Regular Interest ---------------------- ------------- ---------------------------- ---------------- Class LT-A-1A (1) 1/2 initial Class Certificate A-1A Balance of the Corresponding Upper-Tier REMIC Regular Interest Class LT-A-1B (1) 1/2 initial Class Certificate A-1B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2A (1) 1/2 initial Class Certificate A-2A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2B (1) 1/2 initial Class Certificate A-2B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2C (1) 1/2 initial Class Certificate A-2C Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2D (1) 1/2 initial Class Certificate A-2D Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate M-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate B-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate B-4 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount, less aggregate initial Lower-Tier Principal Amount of Class LT Group I and Class LT Group II Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1A, Class LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT- (1) 0.01% initial Group N/A Group I(SUB) Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial Group N/A Group II(SUB) Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trust Administrator shall Trustee will elect that the Trust Fund (except for the Cap Contract, the Carryover Reserve Fund and the Pre-Funding Account) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC" and the "Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”" respectively). Each The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Cap Contract, the Carryover Reserve Fund and the Pre-Funding Account) and will be evidenced by (i) the Lower Tier REMIC Regular Interests, which will be uncertificated and will represent the "REMIC regular interests" in the Lower Tier REMIC, and (ii) the Class of LT-A-R Interest, which will represent the "REMIC residual interest" in the Lower Tier REMIC. The Upper Tier REMIC will hold as assets the Lower Tier REMIC Regular Interests and will be evidenced by the Certificates, each of which (other than the Class AR Certificates, represents A-R Certificate) will represent ownership of a one or more "REMIC regular interest interests" in the Master REMIC for purposes of the REMIC ProvisionsUpper Tier REMIC. The Class AR Certificates A-R Certificate will represent ownership of the sole class of "REMIC residual interest interest" in each REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC and the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Upper Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table specifies the class designation, interest rate, and principal amount for each regular interest in each class of Lower Tier REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.Interest: (Continued on next page) Lower Tier REMIC Interests --------------------------

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator Trustee shall elect that five segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits five REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle I, REMIC 2,” II, REMIC III, REMIC IV and “Master REMIC”REMIC V, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Master REMIC V for purposes of the REMIC Provisions. Additionally, the Class X Certificates represent the obligation to make certain payments of Basis Risk Carry Forward Amounts to Holders of LIBOR Certificates, and the LIBOR Certificates represent the obligation to make certain payments to the Class X Certificateholder to the extent that the interest accrued on its corresponding REMIC V Regular Interest is in excess of the interest accrued on such LIBOR Certificate. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class I Interests are uncertificated REMIC V Regular Interests and are designed to fund net swap payments, in full or in part, on the Interest Rate Swap Agreement. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V for purposes of the REMIC Provisions. The Master Class R-V, Class R-IV, Class R-III, Class R-II and Class R-I Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. REMIC V shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each IV Regular Interests. Each such Middle Tier REMIC IV Regular Interest is hereby designated as a regular interest in Middle REMIC 2IV. Middle The Class IV-A-1, Class IV-A-2, Class IV-A-3, Class IV-A-4, Class IV-M-1, Class IV-M-2, Class IV-M-3, Class IV-M-4, Class IV-M-5, Class IV-M-6, Class IV-B-1, REMIC 2 IV shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each III Regular Interests. Each such Middle Tier REMIC III Regular Interest is hereby designated as a regular interest in Middle REMIC 1III. Middle REMIC 1 III shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each REMIC II Regular Interests. Each such Lower Tier REMIC II Regular Interest is hereby designated as a regular interest in the Subsidiary REMICREMIC II. The Subsidiary REMIC II shall hold as its assets the Mortgage Loans several classes of uncertificated REMIC I Regular Interests. Each such REMIC I Regular Interest is hereby designated as a regular interest in each Loan GroupREMIC I. REMIC I shall hold as assets all of the assets included in the Trust Fund other than the Prepayment Charges, the Supplemental Interest Trust, the Excess Reserve Fund Account, the Swap Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account, the Interest Rate Cap Agreement and all collections and accounts related theretothe Interest Rate Swap Agreement. The startup day for each REMIC created hereby for purposes of I Regular Interests and the REMIC Provisions is Class R-I Interest shall have the Closing Date. In additionfollowing tier interest rate, for purposes of the REMIC Provisions, the initial tier principal amount and latest possible maturity date for each regular interest as set forth in each the table below. REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the CutI CLASS TIER INTEREST INITIAL TIER PRINCIPAL LATEST POSSIBLE DESIGNATION RATE AMOUNT MATURITY DATE ------------- ------------- ---------------------- ---------------- Class I-off Date.C1 (1) $649,793,393.95 May 25, 2037 Class I-PO1 (2) $145,206,606.05 May 25, 2037 Class I-N (3) (4) April 25, 2007 Class R-I (5) (5)

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund, other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1Tier REMIC,” “Middle REMIC 2,” " and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent A-R Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the REMIC ProvisionsLower Tier REMIC, the Middle Tier REMIC, and the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MTR-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LT-A-R Interest, and each such ). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): Integral Initial Class Pass-Through Multiples Certificate Rate Minimum in Excess of the CutClass Designation Balance (per annum) Denomination Minimum Class 1-off Date.A-1 $30,000,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-2 $5,000,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-3 $25,000,000.00 4.25% $25,000.00 $1,000.00 Class 1-A-4 $57,000,000.00 4.50% $25,000.00 $1,000.00 Class 1-A-5 $25,000,000.00 5.25% $25,000.00 $1,000.00 Class 1-A-6 $72,710,000.00 (1) $25,000.00 $1,000.00 Class 1-A-7 $1,290,000.00 (2) $25,000.00 $1,000.00 Class 1-A-8 (3) (4) $25,000.00(5) $1,000.00 Class 1-A-9 $22,700,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-10 $1,646,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-11 (6) 6.00% $25,000.00(5) $1,000.00 Class 1-A-12 $75,000,000.00 5.75% $25,000.00 $1,000.00 Class 1-A-13 $10,000,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-14 $36,500,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-15 $25,000,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-16 $8,482,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-17 $7,110,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-18 $11,960,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-19 $140,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-20 $46,925,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-21 $575,000.00 6.00% $25,000.00 $1,000.00 Class 2-A-1 $24,022,000.00 5.00% $25,000.00 $1,000.00 Class 2-A-2 $6,722,000.00 5.00% $25,000.00 $1,000.00 Class 2-A-3 $268,143,000.00 5.00% $25,000.00 $1,000.00 Class 2-A-4 $38,529,000.00 5.00% $25,000.00 $1,000.00 Class 2-A-5 $2,028,000.00 5.00% $25,000.00 $1,000.00 Integral Initial Class Pass-Through Multiples Certificate Rate Minimum in Excess of Class Designation Balance (per annum) Denomination Minimum Class 2-A-6 $32,585,000.00 5.00% $25,000.00 $1,000.00 Class 2-A-7 $1,715,000.00 5.00% $25,000.00 $1,000.00 Class 3-A-1 $241,181,000 5.25% $25,000.00 $1,000.00 Class 1-X (7) (8) $25,000.00(5) $1,000.00 Class 3-X (9) (10) $25,000.00(5) $1,000.00 Class PO $2,472,554.00 (11) $25,000.00 $1,000.00 Class A-R(12) $100.00 6.00% (13) (13) Class M $11,048,500.00 (14) $25,000.00 $1,000.00 Class B-1 $5,524,300.00 (14) $25,000.00 $1,000.00 Class B-2 $3,867,000.00 (14) $25,000.00 $1,000.00 Class B-3 $1,657,300.00 (14) $100,000.00 $1,000.00 Class B-4 $1,657,300.00 (14) $100,000.00 $1,000.00 Class B-5 $1,658,940.06 (14) $100,000.00 $1,000.00 --------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ---------------------------- ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2A (1) 1/2 initial Corresponding A-2A Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2B (1) 1/2 initial Corresponding A-2B Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2C (1) 1/2 initial Corresponding A-2C Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Class MT-A-1, Class MT-A-2, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as its assets the Mortgage Loans several classes of uncertificated Lower Tier Regular Interests. Each such Lower Tier Regular Interest is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each Lower Tier REMIC created hereby for purposes shall hold as assets all of the REMIC Provisions is assets included in the Closing Date. In addition, for purposes of the REMIC ProvisionsTrust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, initial tier principal amount and latest possible maturity date for each regular interest as set forth in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cuttable below. LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE -------------------- ---------------- ------------------------- --------------------------------- Class LT-off Date.C (1) (2) November 25, 2034 Class LT-M1 (3) (4) November 25, 2034 Class LT-M2 (5) (6) November 25, 2034 Class LT-N (7) (8) November 25, 2034 Class LT-PO (9) (10) November 25, 2034 Class LT-M3 (11) (12) November 25, 2034 Class LT-M4 (13) (14) November 25, 2034 Class LT-R (15) (15) November 25, 2034

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the Lower-Tier REMIC and the Upper-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificates and each Class of Certificates, LIBOR Certificates (other than the right of each Class AR Certificates, of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement) represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class Class of residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. The Master Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Regular Interests in Middle REMIC 2 other than the Class MT2each set out below. Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-A-3A, Class LT-A-3B, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each LIBOR Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper-Tier REMIC and the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower-Tier REMIC Corresponding Upper-Tier Lower-Tier REMIC Lower-Tier Interest Initial Lower-Tier Regular Class Designation Rate Principal Amount Interest ------------------ ---------- ------------------------------ ------------- Class LT-A-1 (1) 1/2 initial Class Certificate A-1 Balance of the Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2A (1) 1/2 initial Class Certificate A-2A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2B (1) 1/2 initial Class Certificate A-2B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-3A (1) 1/2 initial Class Certificate A-3A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-3B (1) 1/2 initial Class Certificate A-3B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate M-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate B-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate B-4 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class LT-Group III Class LT-Group I (2) 0.01% aggregate Stated N/A Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (5) Class LT-Group II (3) 0.01% aggregate Stated N/A Principal Balance of the CutGroup I Mortgage Loans (5) Class LT-off Date.Group III (4) 0.01% aggregate Stated N/A Principal Balance of Group I Mortgage Loans (5) Class LT-R (6) (6) N/A

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of any Prepayment Penalties) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMICREMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R Interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the a Subsidiary REMIC. The Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in each Loan GroupGroup I and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I (1) 6.00% N/A(9) LT1-I-X (2) (2) I-X LT1-I-PO (3) (4) I-P LT1-Grp IV (5) 6.00% N/A LT1-IV-X (6) (6) IV-X LT1-IV-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class --------------------------- -------------------- --------------------------------------------- --------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier REMIC A-1ss Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier REMIC A-1mz Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier REMIC A-2a Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier REMIC A-2b Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding Upper Tier REMIC A-2c Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC M-4 Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC M-5 Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC M-6 Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I and Class LT-Group II Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans(4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.R (5) (5) ------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-B-4 (1) 1/2 Corresponding Upper Tier B-4 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5) ------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1A, Class LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------------- ------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT- (1) 0.01% initial Group N/A Group I(SUB) Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial Group N/A Group II(SUB) Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A ------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator shall elect that the Trust Fund (exclusive of the Class A-3 Interest Rate Cap Account, the Class A-3 Interest Rate Cap Agreement and the Basis Risk Reserve Fund) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”). Each Class of Certificates, other than the Class AR Certificates and exclusive of the right to receive amounts from the Basis Risk Reserve Fund in the case of each Certificate other than the Class X, Class P or Class AR Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interest in each REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, P Reserve Fund and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-A-1A (1) (3) A-1-A LT1-A-1B (1) (3) A-1-B LTI-A-2 (1) (3) A-2 LT1-A-3 (1) (3) A-3 LT1-A-4 (1) (3) A-4 LT1-A-5 (1) (3) A-5 LT1-A-6A (1) (3) A-6-A LT1-A-6B (1) (3) A-6-B LT1-M-1 (1) (3) M-1 LT1-M-2 (1) (3) M-2 LT1-M-3 (1) (3) M-3 LT1-M-4 (1) (3) M-4 LT1-AR (1) (3) AR LT1-B (1) (3) B LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that five segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits five REMICs (each each, a “Trust REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” ”, “Middle REMIC 2,”, “REMIC 3”, the “Upper-Tier REMIC” and the “Master Class X REMIC”, respectively). Each The Class UT-Swap IO Interest, the Class X Interest and each Class of Certificates, Principal Certificates (other than the right of each Class AR Certificatesof Principal Certificates to receive Tax Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and REMIC 3, and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the Class X Interest and the Class UT-Swap-IO Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 3 Regular Interests, set out below. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, set out below. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests, set out below. REMIC 1 shall hold as assets the assets described in the definition of “Trust Fund” herein (other than the Class MT2-R InterestPrepayment Premiums, the Interest Rate Cap Agreements and each such Middle Tier the Excess Reserve Fund Account). Each REMIC 1 Regular Interest is hereby designated as a regular interest in Middle REMIC 21. Middle Each REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Regular Interest is hereby designated as a regular interest in Middle REMIC 12. Middle Each REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier 3 Regular Interest is hereby designated as a regular interest in the Subsidiary REMICREMIC 3. The Subsidiary REMIC shall hold as its assets Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class 3-M6, Class 3-B1, Class 3-B2 and Class 3-B3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related thereto3-Accretion Directed Classes (the “Accretion Directed Classes”). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Premiums, each Class of Certificates (excluding the Closing Date. In additionClass P, for purposes Class X and each class of the REMIC Provisions, the latest possible maturity date for each Residual Certificates) represents beneficial ownership of a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Tax Basis Risk Carry Forward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-A-6, Class LT-A-7, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Initial Lower Tier Corresponding Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------------------------------ ------------------------ Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-1 initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2 initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-3 initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-4 initial Class Certificate Balance Class LT-A-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-5 initial Class Certificate Balance Class LT-A-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-6 initial Class Certificate Balance Class LT-A-7 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-7 initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-1 initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-2 initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-3 initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-4 initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-5 initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-6 initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-1 initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-2 initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-3 initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans(4) Class LT-off Date.Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6) ------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. Class LT-A, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 are hereby designated the LT Accretion Directed Classes. The Subsidiary Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Lower Tier REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is assets included in the Closing DateTrust Fund other than Prepayment Charges and the Excess Reserve Fund Account. In addition, for purposes LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE MATURITY DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS DATE ---------------------- ---------------- ---------------------- ------------- ------------------------ Class LT-A (1) 1/2 of the REMIC ProvisionsClass A March 25, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary 2033 Corresponding Class initial principal balance Class LT-M-1 (1) 1/2 of the scheduled maturity date Class M-1 March 25, 2033 Corresponding Class initial principal balance Class LT-M-2 (1) 1/2 of the Mortgage Loan having the latest scheduled maturity date as Class M-2 March 25, 2033 Corresponding Class initial principal balance Class LT-B-1 (1) 1/2 of the CutClass B-1 March 25, 2033 ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇pal balance Class LT-off Date.B-2 (1) 1/2 of the Class B-2 March 25, 2033 ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇pal balance Class LT-Accrual (1) 1/2 of the Pool Stated March 25, 2033 Principal Balance plus 1/2 of the Subordinated Amount Class LT-IO (2) (3) February 25, 2003 Class LT-R (4) (4)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” " and “Master the "Upper-Tier REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R-1 Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, and the Class R-2 Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-1A1, Class LT-1A2, Class LT-2A1, Class LT-2A2, Class LT-2A3, Class LT-2A4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each Regular Certificates represents a beneficial ownership of a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts, the third anniversary Class C Certificates represent beneficial ownership of the scheduled maturity date right to receive payment of the Fair Market Value Excess, on or after the Optional Termination Date, by the Master Servicer of all Mortgage Loan having Loans (and REO Properties) and the latest scheduled maturity date as Class X Interest represent beneficial ownership of a regular interest in the Upper-Tier REMIC, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account, which portions of the Cut-off DateTrust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. As provided hereinThe Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Administrator shall elect that Fund (other than the Trust Fund be treated for federal income tax purposes as comprising four Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, “Subsidiary the "Lower Tier REMIC,” “" the "Middle REMIC 1,” “Middle REMIC 2,” Tier REMIC" and “the "Master REMIC”," respectively). Each Class of CertificatesCertificate, other than the Class AR CertificatesA-R Certificate, represents will represent ownership of a one or more regular interest interests in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates A-R Certificate will represent ownership of the sole class of residual interest in each REMIC for purposes of the Lower Tier REMIC, the Middle Tier REMIC Provisionsand the Master REMIC. The Master REMIC shall will hold as its assets the several classes of uncertificated Middle Tier REMIC Interests in Middle REMIC 2 (other than the Class MT2MT-A-R Interest, and each such ). The Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall will hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC Interests in the Subsidiary REMIC, (other than the Class LT1LT-A-R Interest, and each such Lower ). Each Middle Tier REMIC Interest (other than the Class MT-A-R Interest) is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Lower Tier REMIC shall will hold as its assets all property of the Mortgage Loans Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each of all REMIC regular interest in each REMIC interests created hereby is herein shall be the Distribution Date Latest Possible Maturity Date. The following the third anniversary table sets forth characteristics of the scheduled maturity date Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Mortgage Loan having the latest scheduled maturity date as Tax Matters Person Certificate may be issued in a different amount): ====================================================================================================================== Initial Class Pass-Through Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of the CutMinimum ---------------------------------------------------------------------------------------------------------------------- Class 1-off Date.A-1 $250,856,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-2 $ 26,000,000.00 5.50% $ 1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-3 $ 62,714,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 1-A-4 $ 37,730,100.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-1 $ 123,325,000.00 (1) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-2 (2) (3) $25,000.00(4) $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-3 $ 68,175,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-4 $ 22,632,400.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-5 $ 25,825,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-6 $ 5,640,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-7 $ 2,533,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 2-A-8 $ 2,422,900.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-1 $ 71,000,000.00 (5) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-2 $ 75,000,000.00 (6) $ 1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-3 $ 100,000,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-4 $ 31,424,475.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-5 $ 42,100,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-6 $ 3,780,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-7 $ 7,520,000.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-8 (7) (8) $25,000.00(4) $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-9 (9) (10) $25,000.00(4) $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-10 $ 5,176,225.00 5.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 3-A-11 $ 30,000,000.00 (11) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class 4-A-1 $ 99,687,000.00 5.25% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class PO $ 1,043,238.00 (12) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class A-R(13) $ 100.00 5.50% $100.00(14) $100.00(14) ====================================================================================================================== ====================================================================================================================== Initial Class Pass-Through Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of Minimum ---------------------------------------------------------------------------------------------------------------------- Class M $ 25,321,700.00 (15) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-1 $ 10,934,400.00 (15) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-2 $ 6,330,400.00 (15) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-3 $ 6,330,400.00 (15) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-4 $ 4,603,900.00 (15) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------------- Class B-5 $ 2,877,459.43 (15) $100,000.00 $1,000.00 ====================================================================================================================== ------------------------------------------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M and Class LT-B Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each Offered Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of CertificatesCertificate, other than the Class AR P and Class R Certificates, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 9.01. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2 and Class LT-B-1 are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Penalties, for purposes which portion of the Trust Fund shall be treated as a grantor trust. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC ProvisionsCLASS ----------------- ------------- ------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Overcollateralized Amount, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cutless $2,000 Class LT-off Date.Group I (2) $ 880.08 Class LT-Group II (3) $1,119.92 Class LT-R (4) (4)

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator Trustee shall elect that the Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund and exclusive of any entitlement to Interest Arrearage Amounts) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “the Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “the Master REMIC”). Each Class of CertificatesCertificate, other than the Class AR CertificatesR Certificate, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. In addition, each of the Class A, Class M and Class B Certificates represents the right to receive payments pursuant to contractual arrangements as described in Section 8.11 of this Agreement. The Class AR Certificates represent X Certificate also represents ownership of the assets held from time to time in the Basis Risk Reserve Fund. The Class R Certificate represents ownership of the sole class of residual interest the Master REMIC for purposes of the REMIC Provisions. The Class R-II Certificate represents ownership of the sole class of residual interest in each REMIC for purposes of the REMIC ProvisionsSubsidiary REMIC. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans property of the Trust Fund other than the Lower Tier Interests in each Loan Groupthe Subsidiary REMIC, the Basis Risk Reserve Fund and all collections and accounts related theretoany entitlement to Interest Arrearage Amounts. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date thirty-sixth month following the third anniversary of the scheduled maturity date of month in which the Mortgage Loan having the latest scheduled maturity date as matures. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of the CutSubsidiary REMIC Lower Tier Interests. Class LT1-off Date.A-1 (1) (2) Class A-1 Class LT1-A-2 (1) (2) Class A-2 Class LT1-A-3 (1) (2) Class A-3 Class LT1-A-4 (1) (2) Class A-4 Class LT1-A-5 (1) (2) Class A-5 Class LT1-M-1 (1) (2) Class M-1 Class LT1-M-2 (1) (2) Class M-2 Class LT1-M-3 (1) (2) Class M-3 Class LT1-M-4 (1) (2) Class M-4 Class LT1-M-5 (1) (2) Class M-5 Class LT1-M-6 (1) (2) Class M-6 Class LT1-B-1 (1) (2) Class B-1 Class LT1-B-2 (1) (2) Class B-2 Class LT1-B-3 (1) (2) Class B-3 Class LT1-B-4 (1) (2) Class B-4 Class LT1-Q (1) (3) Class X Class R-II Certificate 3.23% $25.00 (4) N/A ___________________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-B-2 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “REMIC” or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carryover Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class Class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes Classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is Prepayment Charges, each Class of LIBOR Certificates and the Closing Date. In addition, for purposes Class M12 Certificates represents beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each REMIC created hereby is the Distribution Date following Upper Tier REMIC, and the third anniversary right to receive Basis Risk Carryover Amounts in the case of the scheduled maturity date LIBOR Certificates, and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements. Class LT-I-A (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance I-A Class LT-II-A-1 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-1 Class LT-II-A-2 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-2 Class LT-II-A-3 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-3 Class LT-II-A-4 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-4 Class LT-M-1 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-1 Class LT-M-2 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-2 Class LT-M-3 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-3 Class LT-M-4 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-4 Class LT-M-5 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-5 Class LT-M-6 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-6 Class LT-M-7 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-7 Class LT-M-8 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-8 Class LT-M-9 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-9 Class LT-M-10 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-10 Class LT-M-11 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-11 Class LT-M-12 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-12 Class LT-Accrual (1) ¼ Pool Stated Principal Balance plus ¼ Overcollateralization Amount N/A Class LT- Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans N/A Class LT- Group I (2) 0.01% initial aggregate Stated Principal Balance of the Group I Mortgage Loans N/A Class LT- Group II(SUB) (1) 0.01% initial Group Subordinate Amount of the Group II Mortgage Loans N/A Class LT- Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans N/A Class LT-XX (1) ½ initial aggregate Stated Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests N/A Class LT-R (4) (4) N/A ______________________________

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits three REMICs (each a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC,” “, the Middle Tier REMIC 1,” “Middle REMIC 2,” and “Master the Upper Tier REMIC”, respectively). Each Class of Certificates, other than the Class AR CertificatesP and Class R Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each Regular Interests. Each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Middle Tier REMIC. The Subsidiary Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-A-MZ, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as its assets the Mortgage Loans several classes of uncertificated Lower Tier Regular Interests. Each such Lower Tier Regular Interest is hereby designated as a regular interest in each Loan Group, and all collections and accounts related theretothe Lower Tier REMIC. The startup day for each Lower Tier REMIC created hereby for purposes shall hold as assets all of the REMIC Provisions is assets included in the Closing Date. In addition, for purposes of the REMIC ProvisionsTrust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, initial tier principal amount and latest possible maturity date for each regular interest as set forth in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cuttable below. <TABLE> LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE ---------------- ------------- ---------------------- ----------------------------- Class LT-off Date.C (1) $705,450,196 September 25, 2035 Class LT-N (2) (3) September 25, 2035 Class LT-PO (4) $158,370,942 September 25, 2035 Class LT-R (5) (5) </TABLE>

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-1mz, Class LT-A-2a, Class LT-A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier Corresponding Lower Tier Interest Initial Lower Tier Upper Tier Class Designation Rate Principal Amount REMIC Class ----------------- ---------- -------------------------- --------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower- Tier Principal Amount of the Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (4) Class LT-off Date.R (5) (5) ------------

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk Carryover Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICREMIC Regular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carryover Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Lower Tier REMIC Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-I-A-1 (1) 1/4 Corresponding Upper Tier I-A-1 REMIC Regular Interest initial Class Principal Balance Class LT-I-A-2 (1) 1/4 Corresponding Upper Tier I-A-2 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-1 (1) 1/4 Corresponding Upper Tier II-A-1 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-2 (1) 1/4 Corresponding Upper Tier II-A-2 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-3 (1) 1/4 Corresponding Upper Tier II-A-3 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-4 (1) 1/4 Corresponding Upper Tier II-A-4 REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-M-4 (1) 1/4 Corresponding Upper Tier M-4 REMIC Regular Interest initial Class Principal Balance Class LT-M-5 (1) 1/4 Corresponding Upper Tier M-5 REMIC Regular Interest initial Class Principal Balance Class LT-M-6 (1) 1/4 Corresponding Upper Tier M-6 REMIC Regular Interest initial Class Principal Balance Class LT-M-7 (1) 1/4 Corresponding Upper Tier M-7 REMIC Regular Interest initial Class Principal Balance Class LT-M-8 (1) 1/4 Corresponding Upper Tier M-8 REMIC Regular Interest initial Class Principal Balance Class LT-M-9 (1) 1/4 Corresponding Upper Tier M-9 REMIC Regular Interest initial Class Principal Balance Class LT-M-10 (1) 1/4 Corresponding Upper Tier M-10 REMIC Regular Interest initial Class Principal Balance Class LT-M-11 (1) 1/4 Corresponding Upper Tier M-11 REMIC Regular Interest initial Class Principal Balance Class LT-M-12 (1) 1/4 Corresponding Upper Tier M-12 REMIC Regular Interest initial Class Principal Balance Class LT-M-13 (1) 1/4 Corresponding Upper Tier M-13 REMIC Regular Interest initial Class Principal Balance Class LT-M-14 (1) 1/4 Corresponding Upper Tier M-14 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Overcollateralization Amount Class LT- (1) 0.01% initial N/A Group I(SUB) Group Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial N/A Group II(SUB) Group Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of the CutClass LT-off Date.Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each The Class X Certificate and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreement), represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.06. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2A, Class LT-A-2B, Class LT-M-1, Class LT-M-2, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT-Accretion Directed Classes (the "LT-Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificate represents beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Premiums, for purposes each Offered Certificate represents a beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk Carry Forward Amounts and the third anniversary Class X Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC and the Excess Reserve Fund Account and the Cap Agreement, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cut-off Datea grantor trust.

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that four segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits REMICs (each each, a “Trust REMIC” or, in the alternative, the “Subsidiary Lower-Tier REMIC,” the “Middle REMIC 1Upper-Tier REMIC,” the “Middle REMIC 2,Class X REMIC” and the “Master Class P REMIC”). Each The Class X Interest, the Class P Interest and each Class of Certificates, other than LIBOR Certificates and COFI Certificates (exclusive of the Class AR Certificatesright to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC and Class P REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Class X REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than Class X Interest and the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle P REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R P Interest, and in each such Middle case, as set out below. The Upper-Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the Subsidiary REMIC, definition of “Trust Fund” herein (other than the Class LT1Excess Reserve Fund Account). Each Lower-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-1-A-1, Class LT-2-A-1, Class LT-2-A-2, Class LT-2-A-3, Class LT-3-A-1, Class LT-3-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8 and Class LT-M-9 Interests are hereby designated the Mortgage Loans in each Loan Group, LT-Accretion Directed Classes (the “LT Accretion Directed Classes”). Each Class of LIBOR Certificates and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes COFI Certificates represents beneficial ownership of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each a regular interest in each the Upper-Tier REMIC created hereby is and the Distribution Date right to receive Basis Risk Carry Forward Amounts, the Class P Certificates represent beneficial ownership of a regular interest in the Class P REMIC, and the Class X Certificates represent beneficial ownership of a regular interest in the Class X REMIC and the Excess Reserve Fund Account. The Lower-Tier REMIC Interests will have the Initial Principal Balances and Pass-Through Rates as set forth in the following the third anniversary table: Class LT-1-A-1 (1) ¼ initial Class Principal Balance of the scheduled maturity date Corresponding Upper-Tier REMIC Regular Interest 1-A-1 Class LT-1-GSA (1) (2) N/A Class LT-1-Pool (1) (3) N/A Class LT-2-A-1 (4) ¼ initial Class Principal Balance of the Mortgage Loan having the latest scheduled maturity date as Corresponding Upper-Tier REMIC Regular Interest 2-A-1 Class LT-2-A-3 (4) ¼ initial Class Principal Balance of the CutCorresponding Upper-off Date.Tier REMIC Regular Interest 2-A-3 Class LT-2-GSA (4) (5) N/A Class LT-2-Pool (4) (6) N/A Class LT-3-A-1 (7) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest 3-A-1 Class LT-3-A-2 (7) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest 3-A-2 Class LT-3-GSA (7) (8) N/A Class LT-3-Pool (7) (9) N/A Class LT-Accrual (10) (11) N/A

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class AR Certificatesof LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.05. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1ss, Class LT-A-2ss, LT-A-1mz, Class LT-A-2mz, Class LT-A-3a, Class LT-A-3b, Class LT-A-3c, Class LT-A-3mz, Class LT-M-1, Cl▇▇▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class --------------------- --------------- --------------------------------------- ------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier A-1ss REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier A-1mz REMIC Class initial Class Certificate Balance Class LT-A-2ss (1) 1/2 initial Corresponding Upper Tier A-2ss REMIC Class initial Class Certificate Balance Class LT-A-2mz (1) 1/2 initial Corresponding Upper Tier A-2mz REMIC Class initial Class Certificate Balance Class LT-A-3a (1) 1/2 initial Corresponding Upper Tier A-3a REMIC Class initial Class Certificate Balance Class LT-A-3b (1) 1/2 initial Corresponding Upper Tier A-3b REMIC Class initial Class Certificate Balance Class LT-A-3c (1) 1/2 initial Corresponding Upper Tier A-3c REMIC Class initial Class Certificate Balance Class LT-A-3mz (1) 1/2 initial Corresponding Upper Tier A-3mz REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loan having the latest scheduled maturity date as Loans (3) Class LT-Group II (4) 0.001% aggregate Stated Principal Balance of the CutGroup II Mortgage Loans (3) Class LT-off Date.Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(3) Class LT-R (6) (6)

PRELIMINARY STATEMENT. As provided herein, The Securities Administrator on behalf of the Trust Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"Trust REMIC” " or, in the alternative, “Subsidiary the "Lower-Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” " and “Master the "Upper-Tier REMIC”", respectively). Each The Class X Interest and each Class of Certificates, Offered Certificates (other than the right of each Class AR Certificatesof Offered Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Master Upper-Tier REMIC for purposes of the REMIC Provisions. The Class AR R-1 Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, and the Class R-2 Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.04. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle Lower-Tier Interests Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in Middle REMIC 2 the definition of "Trust Fund" herein (other than the Class MT2Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower-Tier REMIC. The Subsidiary Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby designated the LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Premiums, each Class of Regular Certificates represents a beneficial ownership of a regular interest in the Upper-Tier REMIC shall hold as its assets and the right to receive Basis Risk Carry Forward Amounts, the Class C Certificates represent beneficial ownership of the right to receive payment of any excess of the fair market value of the Mortgage Loans held by the Trust over their aggregate principal balance after the purchase, on or after the Optional Termination Date, by the Master Servicer of all Mortgage Loans (and REO Properties) and payment in each Loan Group, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes full of the REMIC Provisions is other Classes of Certificates and the Closing Date. In addition, for purposes Class X Interest represent beneficial ownership of the REMIC Provisions, the latest possible maturity date for each a regular interest in each REMIC created hereby is the Distribution Date following Upper-Tier REMIC, the third anniversary Interest Rate Corridor Agreement and the Excess Reserve Fund Account, which portions of the scheduled maturity date Trust Fund shall be treated as a grantor trust. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier Designation Interest Rate Principal Amount REMIC Class ------------------- ------------- -------------------------------------- ------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of the Mortgage Loan having the latest scheduled maturity date as Corresponding Upper-Tier REMIC Regular Interest A-1 Class LT-A-2 (1) 1/2 initial Class Certificate Balance of the CutCorresponding Upper-off Date.Tier REMIC Regular Interest A-2 Class LT-M-1 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-1 Class LT-M-2 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-2 Class LT-M-3 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-3 Class LT-M-4 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-4 Class LT-B-1 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-1 Class LT-B-2 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-2 Class LT-B-3 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-3 Class LT-B-4 (1) 1/2 initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-4 Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount ---------

PRELIMINARY STATEMENT. As provided herein, the Trust Administrator The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits two REMICs (each each, a “"REMIC” " or, in the alternative, “Subsidiary the Lower Tier REMIC and the Upper Tier REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and “Master REMIC”, respectively). Each Class of Certificates, other than the Class AR P and Class R Certificates, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Cap Agreements, represents ownership of a regular interest in the Master Upper Tier REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Master Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMICRegular Interests, other than the Class LT1-R Interest, and each set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Subsidiary Lower Tier REMIC. The Subsidiary REMIC shall hold as its assets Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the Mortgage Loans in each Loan Group, and all collections and accounts related theretoLT Accretion Directed Classes (the "LT Accretion Directed Classes"). The startup day for each REMIC created hereby for purposes Class P Certificates represent beneficial ownership of the REMIC Provisions is the Closing Date. In additionPrepayment Charges, for purposes each Class of the REMIC Provisions, the latest possible maturity date for each LIBOR Certificates represents beneficial ownership of a regular interest in each the Upper Tier REMIC created hereby is and the Distribution Date following right to receive Basis Risk CarryForward Amounts and the third anniversary Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Cap Agreements, which portions of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date Trust Fund shall be treated as of the Cuta grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class ------------------------ ------------------- ------------------------------------------ ------------------- Class LT-off Date.A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $1,042.92 (4) Class LT-Group II (3) $957.08 (4) Class LT-R (5) (5)