Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass: LT-Through Rate Date(1A1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25A-0, 2034 LTIX-IO-1 $6,809,000 Variable(2XX XX-X0 (1) January 25, 2034 LTI(2) B-1 LT-IO-2 $6,809,000 Variable(2B2 (1) January 25, 2034 LTI(2) B-2 LT-IO-3 $6,809,000 Variable(2B3 (1) January 25, 2034 LTI(2) B-3 LT-IO-4 $4,085,000 Variable(2B4 (1) January 25, 2034 LTI(2) B-4 LT-IO-5 $9,533,000 Xxxxxxxx(0B5 (1) Xxxxxxx 00, 0000 XXX(2) B-5 LT-X $100 Variable(2R (1) January 25, 2034 _______________(3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class A-R Certificate Certificate, shall represent ownership of one or more regular interests in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC I Passshall hold as assets the several classes of uncertificated Middle-Through Rate, Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the initial Uncertificated Principal Balance, Class MT1-A-R and solely LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for purposes any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiithe Trust Fund relating to Pool 1 (except for any related Excluded Trust Property), . Each Lower-Tier REMIC 1 Interest (other than the "Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool B-2 (0.1% of SP Group 2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(3) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 N/A ________________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass: LT-Through Rate Date(1A1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25X-0, 2034 LTIX-IO-1 $6,809,000 Variable(2XX XX-X0 (1) January 25(2) X-0, 2034 LTIX-IO-2 $6,809,000 Variable(2XX XX-X0 (1) January 25(2) X-0, 2034 LTIX-IO-3 $6,809,000 Variable(2XX XX-X0 (1) January 25, 2034 LTI(2) B-1 LT-IO-4 $4,085,000 Variable(2B2 (1) January 25, 2034 LTI(2) B-2 LT-IO-5 $9,533,000 Xxxxxxxx(0B3 (1) Xxxxxxx 00, 0000 XXX(2) B-3 LT-X $100 Variable(2B4 (1) January 25, 2034 _______________(2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Securities Administrator as consideration for its the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund of the Loans and certain other assets and will be the owner of relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderIn conjunction herewith, other than the Class CE, Class P Depositor has acquired the Stack I Mortgage Loans from the Seller and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 at the Closing Date is the owner of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus Stack I Mortgage Loans and the Certificates are intended other related property being conveyed by the Depositor to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat under the segregated pool of assets consisting Stack I Agreement on behalf of the Loans and other related assets (other than the Reserve Fund) Issuing Entity for inclusion in the Trust Fund subject Fund. On the Closing Date, the Depositor will acquire the Stack I Certificates from the Securities Administrator as consideration for the Depositor's transfer to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 the Issuing Entity of the Class R Certificate shall represent Stack I Mortgage Loans and the sole class of "residual interests" in REMIC I for purposes other related property constituting that portion of the REMIC Provisions under federal income tax lawTrust Fund relating to the Stack I Certificates. The following table irrevocably sets forth Depositor has duly authorized the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, execution and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each delivery of the Uncertificated REMIC Stack I Regular Interests. None Agreement to provide for the conveyance to the Issuing Entity of the Uncertificated REMIC Stack I Regular Interests will be certificatedMortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack I Certificates. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________The terms and conditions relating to the issuance of the Stack I Certificates are set forth in the Stack I Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer Servicer, the Credit Risk Manager and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any FPD Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in respect of Prepayment Charges paid by the Seller as a result of a breach of a representation or warranty pursuant to Section 2.03(b) and (x) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of assets 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 Latest Possible Maturity Date. REMIC 1 shall be issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as "a regular interest in REMIC I." Component R-1 of 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate Certificate, which shall represent the sole class of "residual interests" interest in REMIC I for purposes 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC Provisions under federal income tax law1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 2, each of which (other than the Uncertificated Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 2 (the “REMIC 2 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT2-Through Rate Date(1A $ 39,527,170.01 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT2-F1 $ 12,182,000.00 (2) January 25, 2034 LTILT2-IO-1 $6,809,000 Variable(2V1 $ 12,182,000.00 (3) January 25, 2034 LTILT2-IO-2 $6,809,000 Variable(2F2 $ 11,822,000.00 (2) January 25, 2034 LTILT2-IO-3 $6,809,000 Variable(2V2 $ 11,822,000.00 (3) January 25, 2034 LTILT2-IO-4 $4,085,000 Variable(2F3 $ 11,473,000.00 (2) January 25, 2034 LTILT2-IO-5 $9,533,000 Xxxxxxxx(0V3 $ 11,473,000.00 (3) Xxxxxxx 00, 0000 XXXLT2-X $100 Variable(2F4 $ 11,134,000.00 (2) January 25, 2034 LT2-V4 $ 11,134,000.00 (3) LT2-F5 $ 10,806,000.00 (2) LT2-V5 $ 10,806,000.00 (3) LT2-F6 $ 10,485,500.00 (2) LT2-V6 $ 10,485,500.00 (3) LT2-F7 $ 10,176,000.00 (2) LT2-V7 $ 10,176,000.00 (3) LT2-F8 $ 9,876,000.00 (2) LT2-V8 $ 9,876,000.00 (3) LT2-F9 $ 9,583,000.00 (2) LT2-V9 $ 9,583,000.00 (3) LT2-F10 $ 9,301,000.00 (2) LT2-V10 $ 9,301,000.00 (3) LT2-F11 $ 9,066,000.00 (2) LT2-V11 $ 9,066,000.00 (3) LT2-F12 $ 11,235,000.00 (2) LT2-V12 $ 11,235,000.00 (3) LT2-F13 $ 11,150,000.00 (2) LT2-V13 $ 11,150,000.00 (3) LT2-F14 $ 11,023,000.00 (2) LT2-V14 $ 11,023,000.00 (3) LT2-F15 $ 10,938,500.00 (2) LT2-V15 $ 10,938,500.00 (3) LT2-F16 $ 10,726,000.00 (2) LT2-V16 $ 10,726,000.00 (3) LT2-F17 $ 10,599,500.00 (2) LT2-V17 $ 10,599,500.00 (3) LT2-F18 $ 10,386,500.00 (2) LT2-V18 $ 10,386,500.00 (3) LT2-F19 $ 10,218,000.00 (2) LT2-V19 $ 10,218,000.00 (3) LT2-F20 $ 10,005,500.00 (2) LT2-V20 $ 10,005,500.00 (3) LT2-F21 $ 9,751,500.00 (2) LT2-V21 $ 9,751,500.00 (3) LT2-F22 $ 9,496,500.00 (2) LT2-V22 $ 9,496,500.00 (3) LT2-F23 $ 32,814,500.00 (2) LT2-V23 $ 32,814,500.00 (3) LT2-F24 $ 17,637,000.00 (2) LT2-V24 $ 17,637,000.00 (3) LT2-F25 $ 15,389,500.00 (2) LT2-V25 $ 15,389,500.00 (3) LT2-F26 $ 11,701,500.00 (2) LT2-V26 $ 11,701,500.00 (3) LT2-F27 $ 9,157,500.00 (2) LT2-V27 $ 9,157,500.00 (3) LT2-F28 $ 7,250,000.00 (2) LT2-V28 $ 7,250,000.00 (3) LT2-F29 $ 5,808,500.00 (2) LT2-V29 $ 5,808,500.00 (3) LT2-F30 $ 4,748,500.00 (2) LT2-V30 $ 4,748,500.00 (3) LT2-F31 $ 3,857,500.00 (2) LT2-V31 $ 3,857,500.00 (3) LT2-F32 $ 3,180,000.00 (2) LT2-V32 $ 3,180,000.00 (3) LT2-F33 $ 3,010,000.00 (2) LT2-V33 $ 3,010,000.00 (3) LT2-F34 $ 2,840,500.00 (2) LT2-V34 $ 2,840,500.00 (3) LT2-F35 $ 2,713,000.00 (2) LT2-V35 $ 2,713,000.00 (3) LT2-F36 $ 2,586,500.00 (2) LT2-V36 $ 2,586,500.00 (3) LT2-F37 $ 2,459,000.00 (2) LT2-V37 $ 2,459,000.00 (3) LT2-F38 $ 2,332,000.00 (2) LT2-V38 $ 2,332,000.00 (3) LT2-F39 $ 2,247,000.00 (2) LT2-V39 $ 2,247,000.00 (3) LT2-F40 $ 2,077,500.00 (2) LT2-V40 $ 2,077,500.00 (3) LT2-F41 $ 2,035,000.00 (2) LT2-V41 $ 2,035,000.00 (3) LT2-F42 $ 1,907,500.00 (2) LT2-V42 $ 1,907,500.00 (3) LT2-F43 $ 1,823,000.00 (2) LT2-V43 $ 1,823,000.00 (3) LT2-F44 $ 1,738,500.00 (2) LT2-V44 $ 1,738,500.00 (3) LT2-F45 $ 1,610,500.00 (2) LT2-V45 $ 1,610,500.00 (3) LT2-F46 $ 1,569,000.00 (2) LT2-V46 $ 1,569,000.00 (3) LT2-F47 $ 1,484,000.00 (2) LT2-V47 $ 1,484,000.00 (3) LT2-F48 $ 1,441,500.00 (2) LT2-V48 $ 1,441,500.00 (3) LT2-F49 $ 1,314,000.00 (2) LT2-V49 $ 1,314,000.00 (3) LT2-F50 $ 1,272,000.00 (2) LT2-V50 $ 1,272,000.00 (3) LT2-F51 $ 1,229,500.00 (2) LT2-V51 $ 1,229,500.00 (3) LT2-F52 $ 1,145,000.00 (2) LT2-V52 $ 1,145,000.00 (3) LT2-F53 $ 1,102,000.00 (2) LT2-V53 $ 1,102,000.00 (3) LT2-F54 $ 1,060,000.00 (2) LT2-V54 $ 1,060,000.00 (3) LT2-F55 $ 975,000.00 (2) LT2-V55 $ 975,000.00 (3) LT2-F56 $ 975,000.00 (2) LT2-V56 $ 975,000.00 (3) LT2-F57 $ 890,500.00 (2) LT2-V57 $ 890,500.00 (3) LT2-F58 $ 848,000.00 (2) LT2-V58 $ 848,000.00 (3) LT2-F59 $ 826,500.00 (2) LT2-V59 $ 826,500.00 (3) LT2-F60 $ 775,500.00 (2) LT2-V60 $ 775,500.00 (3) LT2-F61 $ 737,500.00 (2) LT2-V61 $ 737,500.00 (3) LT2-F62 $ 701,500.00 (2) LT2-V62 $ 701,500.00 (3) LT2-F63 $ 666,500.00 (2) LT2-V63 $ 666,500.00 (3) LT2-F64 $ 634,000.00 (2) LT2-V64 $ 634,000.00 (3) LT2-F65 $ 602,000.00 (2) LT2-V65 $ 602,000.00 (3) LT2-F66 $ 572,500.00 (2) LT2-V66 $ 572,500.00 (3) LT2-F67 $ 544,500.00 (2) LT2-V67 $ 544,500.00 (3) LT2-F68 $ 517,000.00 (2) LT2-V68 $ 517,000.00 (3) LT2-F69 $ 492,000.00 (2) LT2-V69 $ 492,000.00 (3) LT2-F70 $ 467,500.00 (2) LT2-V70 $ 467,500.00 (3) LT2-F71 $ 8,997,500.00 (2) LT2-V71 $ 8,997,500.00 (3) LT2-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool of assets consisting Trust Fund (exclusive of the Loans Yield Maintenance Agreement and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each, a “REMIC”): Lower-Tier REMIC 1, Middle-Tier REMIC 1 and such segregated pool Upper-Tier REMIC 1. Lower-Tier REMIC 1 shall hold the assets of assets the Trust Fund related to the Aggregate Pool and shall be issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" interest in Lower-Tier REMIC I for purposes of the REMIC Provisions under federal income tax law1. The following table irrevocably sets forth the designation, the Uncertificated REMIC I PassEach remaining uncertificated interest in Lower-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified Tier REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________is hereby designated as a REMIC regular interest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the Certificate Insurer, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CER Certificate, Class P and Class R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool of assets shall be designated as "the Excluded Trust Assets. The startup day for each REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis 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 Latest Possible Maturity Date. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 1, each of which (other than the Uncertificated LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 1 (the “REMIC 1 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT1-Through Rate Date(1A $ 112,231,627.87 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT1-F1 $ 36,508,000.00 (2) January 25, 2034 LTILT1-IO-1 $6,809,000 Variable(2V1 $ 36,508,000.00 (3) January 25, 2034 LTILT1-IO-2 $6,809,000 Variable(2F2 $ 35,396,500.00 (2) January 25, 2034 LTILT1-IO-3 $6,809,000 Variable(2V2 $ 35,396,500.00 (3) January 25, 2034 LTILT1-IO-4 $4,085,000 Variable(2F3 $ 34,319,000.00 (2) January 25, 2034 LTILT1-IO-5 $9,533,000 Xxxxxxxx(0V3 $ 34,319,000.00 (3) Xxxxxxx 00, 0000 XXXLT1-X $100 Variable(2F4 $ 33,273,500.00 (2) January 25, 2034 _______________LT1-V4 $ 33,273,500.00 (3) LT1-F5 $ 32,261,000.00 (2) LT1-V5 $ 32,261,000.00 (3) LT1-F6 $ 31,278,500.00 (2) LT1-V6 $ 31,278,500.00 (3) LT1-F7 $ 30,326,000.00 (2) LT1-V7 $ 30,326,000.00 (3) LT1-F8 $ 29,402,500.00 (2) LT1-V8 $ 29,402,500.00 (3) LT1-F9 $ 28,507,500.00 (2) LT1-V9 $ 28,507,500.00 (3) LT1-F10 $ 27,639,000.00 (2) LT1-V10 $ 27,639,000.00 (3) LT1-F11 $ 32,981,000.00 (2) LT1-V11 $ 32,981,000.00 (3) LT1-F12 $ 32,780,000.00 (2) LT1-V12 $ 32,780,000.00 (3) LT1-F13 $ 32,516,000.00 (2) LT1-V13 $ 32,516,000.00 (3) LT1-F14 $ 32,191,500.00 (2) LT1-V14 $ 32,191,500.00 (3) LT1-F15 $ 31,809,500.00 (2) LT1-V15 $ 31,809,500.00 (3) LT1-F16 $ 31,372,500.00 (2) LT1-V16 $ 31,372,500.00 (3) LT1-F17 $ 30,883,000.00 (2) LT1-V17 $ 30,883,000.00 (3) LT1-F18 $ 30,344,000.00 (2) LT1-V18 $ 30,344,000.00 (3) LT1-F19 $ 29,759,500.00 (2) LT1-V19 $ 29,759,500.00 (3) LT1-F20 $ 29,131,500.00 (2) LT1-V20 $ 29,131,500.00 (3) LT1-F21 $ 28,465,000.00 (2) LT1-V21 $ 28,465,000.00 (3) LT1-F22 $ 27,762,500.00 (2) LT1-V22 $ 27,762,500.00 (3) LT1-F23 $ 130,782,500.00 (2) LT1-V23 $ 130,782,500.00 (3) LT1-F24 $ 46,267,500.00 (2) LT1-V24 $ 46,267,500.00 (3) LT1-F25 $ 35,525,000.00 (2) LT1-V25 $ 35,525,000.00 (3) LT1-F26 $ 28,073,500.00 (2) LT1-V26 $ 28,073,500.00 (3) LT1-F27 $ 22,629,000.00 (2) LT1-V27 $ 22,629,000.00 (3) LT1-F28 $ 18,502,500.00 (2) LT1-V28 $ 18,502,500.00 (3) LT1-F29 $ 15,289,000.00 (2) LT1-V29 $ 15,289,000.00 (3) LT1-F30 $ 12,727,500.00 (2) LT1-V30 $ 12,727,500.00 (3) LT1-F31 $ 11,167,000.00 (2) LT1-V31 $ 11,167,000.00 (3) LT1-F32 $ 9,858,500.00 (2) LT1-V32 $ 9,858,500.00 (3) LT1-F33 $ 9,335,500.00 (2) LT1-V33 $ 9,335,500.00 (3) LT1-F34 $ 8,837,000.00 (2) LT1-V34 $ 8,837,000.00 (3) LT1-F35 $ 8,367,500.00 (2) LT1-V35 $ 8,367,500.00 (3) LT1-F36 $ 7,922,000.00 (2) LT1-V36 $ 7,922,000.00 (3) LT1-F37 $ 7,501,500.00 (2) LT1-V37 $ 7,501,500.00 (3) LT1-F38 $ 7,103,000.00 (2) LT1-V38 $ 7,103,000.00 (3) LT1-F39 $ 6,725,500.00 (2) LT1-V39 $ 6,725,500.00 (3) LT1-F40 $ 6,369,000.00 (2) LT1-V40 $ 6,369,000.00 (3) LT1-F41 $ 6,031,000.00 (2) LT1-V41 $ 6,031,000.00 (3) LT1-F42 $ 5,711,000.00 (2) LT1-V42 $ 5,711,000.00 (3) LT1-F43 $ 5,408,000.00 (2) LT1-V43 $ 5,408,000.00 (3) LT1-F44 $ 5,121,000.00 (2) LT1-V44 $ 5,121,000.00 (3) LT1-F45 $ 4,850,000.00 (2) LT1-V45 $ 4,850,000.00 (3) LT1-F46 $ 4,592,500.00 (2) LT1-V46 $ 4,592,500.00 (3) LT1-F47 $ 4,349,000.00 (2) LT1-V47 $ 4,349,000.00 (3) LT1-F48 $ 4,118,500.00 (2) LT1-V48 $ 4,118,500.00 (3) LT1-F49 $ 3,900,500.00 (2) LT1-V49 $ 3,900,500.00 (3) LT1-F50 $ 3,693,500.00 (2) LT1-V50 $ 3,693,500.00 (3) LT1-F51 $ 3,498,000.00 (2) LT1-V51 $ 3,498,000.00 (3) LT1-F52 $ 3,313,000.00 (2) LT1-V52 $ 3,313,000.00 (3) LT1-F53 $ 3,137,500.00 (2) LT1-V53 $ 3,137,500.00 (3) LT1-F54 $ 2,971,500.00 (2) LT1-V54 $ 2,971,500.00 (3) LT1-F55 $ 2,814,000.00 (2) LT1-V55 $ 2,814,000.00 (3) LT1-F56 $ 2,665,000.00 (2) LT1-V56 $ 2,665,000.00 (3) LT1-F57 $ 2,524,500.00 (2) LT1-V57 $ 2,524,500.00 (3) LT1-F58 $ 2,388,500.00 (2) LT1-V58 $ 2,388,500.00 (3) LT1-F59 $ 39,843,500.00 (2) LT1-V59 $ 39,843,500.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall is hereby directed to elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate shall represent and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated Lower-Tier Interests: Lower-Tier REMIC I Regular Interests. None Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Certificate(s)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates, and to the extent provided herein, the Certificate Insurer, any NIMS Insurer and the Group 1 Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Group 1 Swap Agreement, (iv) the Group 1 Swap Account, (v) the Supplemental Interest Trust, (vi) the Group 1 Cap Agreement, (vii) the Group 1 Cap Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2 Cap Agreement, (x) the obligation to treat pay Class I Shortfalls, (xi) the segregated pool of rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising nine real estate mortgage investment conduits (each, a “REMIC”) in two tiered structures. Specifically, Pooling REMIC I, Lower-Tier REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and Upper-Tier REMIC I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 2. Pooling REMIC I shall hold the assets consisting of the Loans Trust Fund related to Pool 1, other than any Excluded Trust Assets, and other related assets (shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC I. Each uncertificated interest in Pooling REMIC I is hereby designated as a REMIC regular interest. Lower-Tier REMIC I shall hold the uncertificated interests issued by Pooling REMIC I and shall issue several uncertificated interests. Each such interest, other than the Reserve FundLT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LT1-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIA-R Interest, is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC IA, other than the MTIA-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIB-R Interest, is hereby designated as a REMIC regular interest. The Class MTIB-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class MTIB-R Interest. Each of the Offered Certificates related to Pool 1 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 also represents (i) in the Trust Fund subject right to this Agreement as multiple REMICs for receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." the Class I-XS Component R-1 of the Class I-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 to the extent payable from Pool 1 Monthly Excess Cashflow. The Class I-CX and Class I-SX Components of the Class I-X Certificates shall not represent an interest in any REMIC formed hereby. The Class I-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate shall represent represents ownership of the sole class of "residual interests" interest in Upper-Tier REMIC I for purposes as well as ownership of the LT1-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC Provisions under II shall hold the assets of the Trust Fund related to Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC II. Each uncertificated interest in Pooling REMIC II is hereby designated as a REMIC regular interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 2 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax lawpurposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess Cashflow. The following table irrevocably sets forth the designation, the Uncertificated REMIC I PassClass II-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each CX Component of the Uncertificated Class II-X Certificates shall not represent an interest in any REMIC I Regular Interestsformed hereby. None The Class II-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the Uncertificated sole class of residual interest in Upper-Tier REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassII as well as ownership of the LT2-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTIR and Class MT2-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________R Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, the Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated Lower-Tier Interests: Lower-Tier REMIC I Regular Interests. None Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Certificate(s)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the DepositorSeller in the Mortgage Loan Purchase and Sale Agreement, the Master Servicer, Servicing Agreement and in this Agreement and by the Securities Administrator Depositor and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer Depositor and the Securities Administrator Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate shall represent and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass: LT-Through Rate Date(1A1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $238,313,120 Variable(250 N/A LT-RR (1) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” , the “Middle-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CE, Class P R Certificate and Class LT-R CertificatesCertificate, have been offered for sale pursuant to is hereby designated as a Prospectusregular interest in the Upper-Tier REMIC, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of each of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income (the “LT-R Interest”) and the sole class of residual interest in the Middle-Tier REMIC (the “MT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The REMICs shall be administered for tax law. purposes as provided in this Preliminary Statement and in Article X. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC : LT-Y1 (1) (3) Pool 1 Assumed Final Maturity Designation Principal Balance PassLT-Through Rate Date(1Y2 (2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(4) January 25, 2034 LTIXxxx 0 XX-IO-1 $6,809,000 Variable(2X0 (1) January 25, 2034 LTI(5) Pool 1 LT-IO-2 $6,809,000 Variable(2Z2 (2) January 25, 2034 LTI(6) Pool 2 LT-IO-3 $6,809,000 Variable(2R (7) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2(7) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Pool 1 & Pool 2

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral and the assets deposited in the Reserve Fund (the “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CE1-AR Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectusas described herein. In addition, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 each of the Depositor (together, LIBOR Certificates represents the "Prospectus")right to receive payments in respect of Net WAC Shortfalls from the Reserve Fund as provided in Sections 5.02 and 5.06. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting owners of the Loans and other related assets (other than Interest-Only Certificates beneficially own the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the . The Class R 1-AR Certificate shall represent represents the sole class of "residual interests" interest in REMIC I for purposes each of the Upper-Tier and Middle-Tier REMICs. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC : LT-Pool 1 Assumed Final Maturity Designation Principal Balance Pass(1) (7) 1 LT-Through Rate Date(1Pool 1 PSA (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(8) 1 LT-Pool 2 (2) January 25, 2034 LTI(7) 2 LT-IO-1 $6,809,000 Variable(2Pool 2 PSA (2) January 25, 2034 LTI(8) 2 LT-IO-2 $6,809,000 Variable(2Pool 3 (3) January 25, 2034 LTI(7) 3 LT-IO-3 $6,809,000 Variable(2Pool 3 PSA (3) January 25, 2034 LTI(8) 3 LT-IO-4 $4,085,000 Variable(2Pool 4 (4) January 25, 2034 LTI(7) 4 LT-IO-5 $9,533,000 Xxxxxxxx(0Pool 4 PSA (4) Xxxxxxx 00, 0000 XXX(8) 4 LT-X $100 Variable(2Pool 5 (5) January 25, 2034 (7) 5 LT-Pool 5 PSA (5) (8) 5 LT-R (6) (6) Class LT-R __________________

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it Sellers desire to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer sell to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders Participant from time to time of Participation Certificates evidencing a 100% undivided ownership interest in certain Mortgage Loans eligible in the Certificatesaggregate to back Securities with the terms described in related Takeout Commitments. The Depositor, Participant desires and may in its sole discretion purchase such Participation Certificates from Sellers in accordance with the Master Servicer terms and the Securities Administrator are entering into conditions set forth in this Agreement. Sellers, subject to the terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Sellers and guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Participant or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor. Participant's willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is based on Participant's expectation, in reliance upon Sellers' representations and warranties herein, that such Mortgage Loans in the Trustee is accepting aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security and that the trust created herebySecurity, for good in the amount and valuable consideration, with the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as terms described in the Prospectus related Takeout Commitment, will be issued and Participant will receive Delivery thereof within the time period agreed upon among Participant and Sellers and reflected in the terms of such Participation Certificate. The amount of the Purchase Price and the Certificates are intended Performance Fee to be paid by Participant to Sellers with respect to each Participation Certificate will be calculated on the "Certificates" described therein. REMIC I ------- As provided expectation of Participant, based upon the representations and warranties of the Sellers herein, the Trustee shall elect to treat the segregated pool of assets consisting that Participant will receive Delivery of the Security to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Participant on the specified Anticipated Delivery Date and other related assets (other than the Reserve Fund) that failure to receive such Delivery will result in a material decrease in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 market value of the Class R Participation Certificate shall represent and the sole class underlying Mortgage Loans considered as a whole. During the period from the purchase of "residual interests" in REMIC I for purposes a Participation Certificate to Delivery of the REMIC Provisions under federal income tax lawrelated Security, Participant expects to rely entirely upon such Sellers to service the Mortgage Loans evidenced by the applicable Participation Certificate, it being acknowledged that the continued effectiveness of such Seller's Agency Approvals during such period constitutes an essential factor in the calculation by Participant of the Purchase Price and the Performance Fee paid to such Sellers for the related Participation Certificate and that loss of such Agency Approvals by such Sellers would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________parties hereto hereby agree as follows:

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and for the benefit of the Certificate Insurer. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28May 19, 20042006, a Free Writing Prospectus dated May 23, 2006 and a Prospectus Supplement, dated February 24May 26, 2004 2006 of the Depositor (together, the "“Prospectus"”). The Trust Fund created hereunder is intended to be the "Trust" “Issuing Entity” as described in the Prospectus and the Certificates are intended to be the "“Certificates" ” described therein. REMIC I ------- As provided herein, the The Trustee shall elect to treat the segregated pool that each of assets consisting REMIC I, REMIC II, and REMIC III be treated as a REMIC under Section 860D of the Loans and other related Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Reserve Fund) in Capitalized Interest Account and the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesPre-Funding Account), any REO Property, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III (the “Master REMIC”). The Class R Certificate shall represent ownership of the sole class of "residual interests" interest in each REMIC I for purposes of the REMIC Provisions under federal income tax lawformed hereby. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "“latest possible maturity date" ” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Uncertificated REMIC I Regular Interests. None of Trust on the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Closing Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Interest Rate Cap Agreement, (iv) the Supplemental Interest Trust, (v) payments with respect to treat Basis Risk Shortfall Carryover Amounts, and (vi) payments with respect to Class I Shortfalls (collectively, the segregated pool of assets consisting of “Excluded Trust Property”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the Loans alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and other related assets the “Upper-Tier” or “Master” REMIC”). Each Certificate (other than the Reserve FundExchangeable Certificates, the Exchangeable REMIC Certificates and the Class A-R Certificate) and each Uncertificated REMIC Interest shall represent ownership of one or more regular interests in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "Upper-Tier REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceprincipal balances, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the Uncertificated 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC I 1 (the “Lower-Tier REMIC 1 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT1-Through Rate Date(1A (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25, 2034 LTILT1-IO-1 $6,809,000 Variable(2F1 $ 8,839,749.05 (3) January 25, 2034 LTILT1-IO-2 $6,809,000 Variable(2V1 $ 8,839,749.05 (4) January 25, 2034 LTILT1-IO-3 $6,809,000 Variable(2F2 $ 8,580,345.29 (3) January 25, 2034 LTILT1-IO-4 $4,085,000 Variable(2V2 $ 8,580,345.29 (4) January 25, 2034 LTILT1-IO-5 $9,533,000 Xxxxxxxx(0F3 $ 8,328,679.60 (3) Xxxxxxx 00, 0000 XXXLT1-X $100 Variable(2V3 $ 8,328,679.60 (4) January 25, 2034 _______________LT1-F4 $ 8,084,393.10 (3) LT1-V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (3) LT1-V5 $ 7,847,269.50 (4) LT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated REMIC I Regular Lower-Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass: LT-Through Rate Date(1A1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25A-0, 2034 LTIX-IO-1 $6,809,000 Variable(2XX XX-X0 (1) January 25, 2034 LTI(2) B-1 LT-IO-2 $6,809,000 Variable(2B2 (1) January 25, 2034 LTI(2) B-2 LT-IO-3 $6,809,000 Variable(2B3 (1) January 25, 2034 LTI(2) B-3 LT-IO-4 $4,085,000 Variable(2B4 (1) January 25, 2034 LTI(2) B-4 LT-IO-5 $9,533,000 Xxxxxxxx(0B5 (1) Xxxxxxx 00, 0000 XXX(2) B-5 LT-X $100 Variable(2R (1) January 25, 2034 _______________(3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to this Agreement as multiple REMICs pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposespurposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and such segregated pool Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of assets the Trust Fund, other than any Excluded Trust Assets, and shall be issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests" in . Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC I for purposes of the REMIC Provisions under federal income tax lawregular interest. The following table irrevocably sets forth LT1-R Interest is hereby designated as the designation, the Uncertificated sole residual interest in Lower-Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Securities Administrator as consideration for its the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund of the Loans and certain other assets and will be the owner of relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderIn conjunction herewith, other than the Class CE, Class P Depositor has acquired the Stack II Mortgage Loans from the Seller and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 at the Closing Date is the owner of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus Stack II Mortgage Loans and the Certificates are intended other related property being conveyed by the Depositor to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat under the segregated pool of assets consisting Stack II Agreement on behalf of the Loans and other related assets (other than the Reserve Fund) Issuing Entity for inclusion in the Trust Fund subject Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 the Issuing Entity of the Class R Certificate shall represent Stack II Mortgage Loans and the sole class of "residual interests" in REMIC I for purposes other related property constituting that portion of the REMIC Provisions under federal income tax lawTrust Fund relating to the Stack II Certificates. The following table irrevocably sets forth Depositor has duly authorized the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, execution and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each delivery of the Uncertificated REMIC I Regular Interests. None Stack II Agreement to provide for the conveyance to the Issuing Entity of the Uncertificated REMIC I Regular Interests will be certificatedStack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of Trust Fund but excluding the Certificatesrelated Servicing Rights. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to related property constituting the Depositor Trust Fund for the benefit of the Certificates representing in the aggregate the entire beneficial ownership of the Trust FundTrust. All covenants and agreements made by (i) the Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and (ii) the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the CertificatesTrust. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee for the benefit of the Trust are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee is hereby directed by the Depositor to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” or the “Upper-Tier REMIC,” as applicable). In addition, the Securities Administrator shall elect be deemed to treat acquire and hold in a subtrust created hereunder certain uncertificated regular interests in the segregated pool of Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof. The Lower-Tier REMIC shall hold as its assets consisting all property of the Loans Trust Fund other than the interests in any REMIC formed hereby. The Class LT-R Certificate evidences ownership of the residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. Each Lower-Tier REMIC Regular Interest referenced in the chart below that describes the Lower-Tier REMIC shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier REMIC Regular Interests issued by the Lower-Tier REMIC. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC (the “UT-R Interest”) and the UT-R Interest is hereby designated as the sole Class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC is hereby designated as a regular interest in the Upper-Tier REMIC. For all purposes other related assets than federal tax purposes, each Certificate evidences an ownership interest in the Trust. For federal taxation purposes, each Certificate (other than the Reserve FundClass R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the Trust Fund subject to this Agreement chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as multiple REMICs for federal income tax purposesfurther described in Section 3.11 hereof, and such segregated pool of assets which subtrust shall be designated deemed to own the Uncertificated Upper-Tier Interests (as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawdefined herein). The following table irrevocably sets forth the designationREMICs created hereunder shall be administered for tax purposes as provided in this Preliminary Statement and Article X hereof. The Exchangeable Subtrust shall be administered for tax purposes as provided in this Preliminary Statement, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, Article X and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Sections 3.10 and 3.11 hereof.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund of the Loans and certain other assets and will be the owner of relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMs Insurer. The Depositor, the Master Servicer and Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee Securities Administrator shall elect to treat that the segregated pool of assets Trust Fund be treated for federal income tax purposes as consisting of (i) three real estate mortgage investment conduits, (ii) the Loans right to receive payments distributable to the Class P Certificates, (iii) the Corridor Contract and other related the Corridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the Reserve Fundassets described in clauses (ii), (iii), (iv) and (v) above, other than the SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Trust Fund subject to this Agreement SWAP REMIC) and the Class SWR Interest as multiple REMICs for federal income tax purposes, the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and such segregated pool will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of assets shall the Lower Tier REMIC Regular Interests and will be designated evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "REMIC I.residual interest" Component R-1 in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designationSWR Interest, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, Class LTR Interest and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________the

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for asset-backed notes (the conveyance “Notes”) as provided in this Indenture. The Issuer and the Issuer Loan Trustee for the benefit of the Issuer, through this Indenture, wish to provide security for such obligations to the Trustee of the Loans extent and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fundas provided herein. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator Issuer and the Issuer Loan Trustee herein with respect to are for the Loans benefit and security of the Indenture Trustee and the other property constituting Noteholders. The Issuer and the Trust Fund are Issuer Loan Trustee for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and the Securities Administrator Issuer are entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, All things necessary have been offered done to make the Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer and the Issuer Loan Trustee for sale the benefit of the Issuer, in accordance with their and its terms. Simultaneously with the delivery of this Indenture, the Issuer and the Issuer Loan Trustee for the benefit of the Issuer are entering into the Sale and Servicing Agreement pursuant to a Prospectus, dated January 28, 2004, which (a) the Depositor and a Prospectus Supplement, dated February 24, 2004 the Depositor Loan Trustee for the benefit of the Depositor (together, will convey to the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus Issuer and the Certificates are intended Issuer Loan Trustee for the benefit of the Issuer all of their respective right, title and interest in, to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of and under the Loans and other related assets (other than b) the Reserve Fund) in Servicer will agree to service the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, Loans and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________make collections thereon.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC”). Each of the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class A-R Certificate Certificate, shall represent ownership of a regular interest in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC I Passshall hold as assets the several classes of uncertificated Lower-Through Rate, Tier Interests in the initial Uncertificated Principal Balance, and solely Lower-Tier REMIC (other than the Class LT-A-R Interest). The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for purposes any related Excluded Trust Property). The uncertificated Class LT-A-R Interest represents ownership of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(3) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class CER Certificate and the Class LT-R Certificate, Class P and Class R Certificatesis hereby designated as a regular interest in the Upper-Tier REMIC, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus")as described herein. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents and is hereby designated as the sole class of "residual interests" interest in REMIC I for purposes the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions under federal income tax law(the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial Class Principal Amount for each Class of the Uncertificated Lower-Tier Interests: Lower-Tier REMIC I Regular Interests. None Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassCertificate(s) LT-Through Rate Date(1A1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25A-1, 2034 LTIA-IO-1 $6,809,000 Variable(2IO1, Class A-IO2 LT-A2 (1) January 25(2) A-2, 2034 LTIA-IO-2 $6,809,000 Variable(2IO2 LT-B1 (1) January 25, 2034 LTI(2) B-1 LT-IO-3 $6,809,000 Variable(2B2 (1) January 25, 2034 LTI(2) B-2 LT-IO-4 $4,085,000 Variable(2B3 (1) January 25, 2034 LTI(2) B-3 LT-IO-5 $9,533,000 Xxxxxxxx(0B4 (1) Xxxxxxx 00, 0000 XXX(2) B-4 LT-X $100 Variable(2B5 (1) January 25, 2034 _______________(2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of 3 and the Class R Certificate shall represent the sole class of "residual interests" in Excluded Trust Assets. The startup day for each REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates, the Certificate Insurer and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Class M1 Reserve Fund, (ii) the Class M1 Cap Agreement, (iii) the Class X Cap and (iv) the rights to this Agreement as multiple REMICs receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls) be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2” and “REMIC 3;” REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate and Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 12 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Class R Certificate shall represent represents ownership of the sole class Class of "residual interests" interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Class M1 Reserve Fund, the Class M1 Cap Agreement, the Class X Cap and the rights and obligations with respect to the payment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis 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 Latest Possible Maturity Date. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each Class of the Uncertificated REMIC I Regular 1 Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassClass LT1-Through Rate Date(11A-IO (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $ 51,944,531.00 Class LT1-2A-IO (1) $ 24,605,305.00 Class LT1-3A-IO (1) $ 8,201,768.00 Class LT1-4A-IO (1) $ 10,935,690.00 Class LT1-Pool (1) $238,313,120 Variable(2177,704,977.14 Class LT1-R (2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________(2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee Securities Administrator shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, and such segregated pool of assets a “REMIC”). There shall be designated as "a REMIC I." Component R-1 of related to the Class R Certificate Aggregate Pool: Lower-Tier REMIC 1 and there shall be a single upper-tier REMIC: the Upper-Tier REMIC. Each Certificate, other than the Residual Certificates, shall represent ownership of a regular interest in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest. The following table irrevocably sets forth Upper-Tier REMIC shall hold the designationuncertificated REMIC regular interests issued by Lower-Tier REMIC 1. Each of the Certificates (other than the Class A-R Certificate) represent ownership of regular interests in the Upper-Tier REMIC. The Upper-Tier REMIC shall also issue the Class A-R Certificate, which is hereby designated as the Uncertificated REMIC I Passsole residual interest in the Upper-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "Tier REMIC. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated REMIC I Regular Interestsdate three years following the Latest Possible Maturity Date. None of the Uncertificated REMIC I Regular The Lower Tier Interests will be certificated. Initial Uncertificated Uncertified in Lower-Tier REMIC 1 Assumed Final Maturity shall have the class designations, initial principal amounts, interest rates and corresponding Pool, Subgroup or Class of Certificates as set forth in the following table: Class Designation Initial Principal Balance PassAmount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT1-Through Rate Date(1SG1-A (0.9% of SP Subgroup 1-1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI5.50% 1-IO-1 $6,809,000 Variable(21 LT1-SG1-B (0.1% of SP Subgroup 1-1) January 25, 2034 LTI(1) 5.50% 1-IO-2 $6,809,000 Variable(21 LT1-SG1-C (Excess of Subgroup 1-1) January 25, 2034 LTI(1) 5.50% 1-IO-3 $6,809,000 Variable(21 LT1-SG2-A (0.9% of SP Subgroup 1-2) January 25, 2034 LTI(1) 6.00% 1-IO-4 $4,085,000 Variable(22 LT1-SG2-B (0.1% of SP Subgroup 1-2) January 25, 2034 LTI(1) 6.00% 1-IO-5 $9,533,000 Xxxxxxxx(02 LT1-SG3-A (0.9% of SP Subgroup 1-3) Xxxxxxx 00, 0000 XXX(1) (4) 1-3 LT1-SG3-B (0.1% of SP Subgroup 1-3) (1) (4) 1-3 LT1-SG3-C (Excess of Subgroup 1-3) (1) (4) 1-3 LT1-SG4-A (0.9% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-B (0.1% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-C (Excess of Subgroup 2-1) (1) (4) 2-1 LT1-SG5-A (0.9% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-B (0.1% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-C (Excess of Subgroup 2-2) (1) 6.00% 2-2 LT1-SG6-A (0.9% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-B (0.1% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-C (Excess of Subgroup 2-3) (1) (4) 2-3 LT1-A-P (3) (4) A-P LT1-A-X $100 Variable(2(2) January 25, 2034 (4) A-X LT-R-1 (5) (5) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Securities Administrator shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class CEA-R Certificate, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 shall represent ownership of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described one or more regular interests in the Prospectus and the Certificates are intended to be the "Certificates" described therein. Upper-Tier REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC I Passshall hold as assets the several classes of uncertificated Middle-Through Rate, Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the initial Uncertificated Principal Balance, Class MT1-A-R and solely LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for purposes any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiithe Trust Fund relating to Pool 1 (except for any related Excluded Trust Property), . Each Lower-Tier REMIC 1 Interest (other than the "Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool B-2 (0.1% of SP Group 2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(3) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 N/A ________________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium and (ix) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of assets 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 Latest Possible Maturity Date. REMIC 1 shall be issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as "a regular interest in REMIC I." Component R-1 of 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate Certificate, which shall represent the sole class of "residual interests" interest in REMIC I for purposes 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC Provisions under federal income tax law1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 2, each of which (other than the Uncertificated Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 2 (the “REMIC 2 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT2-Through Rate Date(1A $ 48,367,245.54 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT2-F1 $ 16,688,500.00 (2) January 25, 2034 LTILT2-IO-1 $6,809,000 Variable(2V1 $ 16,688,500.00 (3) January 25, 2034 LTILT2-IO-2 $6,809,000 Variable(2F2 $ 16,196,500.00 (2) January 25, 2034 LTILT2-IO-3 $6,809,000 Variable(2V2 $ 16,196,500.00 (3) January 25, 2034 LTILT2-IO-4 $4,085,000 Variable(2F3 $ 15,718,000.00 (2) January 25, 2034 LTILT2-IO-5 $9,533,000 Xxxxxxxx(0V3 $ 15,718,000.00 (3) Xxxxxxx 00, 0000 XXXLT2-X $100 Variable(2F4 $ 15,254,500.00 (2) January 25, 2034 _______________LT2-V4 $ 15,254,500.00 (3) LT2-F5 $ 14,804,000.00 (2) LT2-V5 $ 14,804,000.00 (3) LT2-F6 $ 14,367,500.00 (2) LT2-V6 $ 14,367,500.00 (3) LT2-F7 $ 13,943,000.00 (2) LT2-V7 $ 13,943,000.00 (3) LT2-F8 $ 13,531,500.00 (2) LT2-V8 $ 13,531,500.00 (3) LT2-F9 $ 13,132,500.00 (2) LT2-V9 $ 13,132,500.00 (3) LT2-F10 $ 13,415,000.00 (2) LT2-V10 $ 13,415,000.00 (3) LT2-F11 $ 14,828,500.00 (2) LT2-V11 $ 14,828,500.00 (3) LT2-F12 $ 15,412,500.00 (2) LT2-V12 $ 15,412,500.00 (3) LT2-F13 $ 15,288,500.00 (2) LT2-V13 $ 15,288,500.00 (3) LT2-F14 $ 15,135,500.00 (2) LT2-V14 $ 15,135,500.00 (3) LT2-F15 $ 14,956,000.00 (2) LT2-V15 $ 14,956,000.00 (3) LT2-F16 $ 14,751,000.00 (2) LT2-V16 $ 14,751,000.00 (3) LT2-F17 $ 14,520,500.00 (2) LT2-V17 $ 14,520,500.00 (3) LT2-F18 $ 14,266,500.00 (2) LT2-V18 $ 14,266,500.00 (3) LT2-F19 $ 13,992,500.00 (2) LT2-V19 $ 13,992,500.00 (3) LT2-V20 $ 13,697,000.00 (3) LT2-F21 $ 13,383,500.00 (2) LT2-V21 $ 13,383,500.00 (3) LT2-F22 $ 13,053,000.00 (2) LT2-V22 $ 13,053,000.00 (3) LT2-F23 $ 44,980,500.00 (2) LT2-V23 $ 44,980,500.00 (3) LT2-F24 $ 24,174,000.00 (2) LT2-V24 $ 24,174,000.00 (3) LT2-F25 $ 21,130,500.00 (2) LT2-V25 $ 21,130,500.00 (3) LT2-F26 $ 16,063,500.00 (2) LT2-V26 $ 16,063,500.00 (3) LT2-F27 $ 12,524,500.00 (2) LT2-V27 $ 12,524,500.00 (3) LT2-F28 $ 9,943,500.00 (2) LT2-V28 $ 9,943,500.00 (3) LT2-F29 $ 7,999,000.00 (2) LT2-V29 $ 7,999,000.00 (3) LT2-F30 $ 6,493,000.00 (2) LT2-V30 $ 6,493,000.00 (3) LT2-F31 $ 5,300,000.00 (2) LT2-V31 $ 5,300,000.00 (3) LT2-F32 $ 4,336,000.00 (2) LT2-V32 $ 4,336,000.00 (3) LT2-F33 $ 4,122,500.00 (2) LT2-V33 $ 4,122,500.00 (3) LT2-F34 $ 3,919,500.00 (2) LT2-V34 $ 3,919,500.00 (3) LT2-F35 $ 3,727,000.00 (2) LT2-V35 $ 3,727,000.00 (3) LT2-F36 $ 3,544,500.00 (2) LT2-V36 $ 3,544,500.00 (3) LT2-F37 $ 3,371,000.00 (2) LT2-V37 $ 3,371,000.00 (3) LT2-F38 $ 3,205,500.00 (2) LT2-V38 $ 3,205,500.00 (3) LT2-F39 $ 3,048,500.00 (2) LT2-V39 $ 3,048,500.00 (3) LT2-F40 $ 2,899,500.00 (2) LT2-V40 $ 2,899,500.00 (3) LT2-F41 $ 2,756,000.00 (2) LT2-V41 $ 2,756,000.00 (3) LT2-V42 $ 2,622,500.00 (3) LT2-F43 $ 2,493,000.00 (2) LT2-V43 $ 2,493,000.00 (3) LT2-F44 $ 2,370,500.00 (2) LT2-V44 $ 2,370,500.00 (3) LT2-F45 $ 2,255,000.00 (2) LT2-V45 $ 2,255,000.00 (3) LT2-F46 $ 2,144,000.00 (2) LT2-V46 $ 2,144,000.00 (3) LT2-F47 $ 2,038,500.00 (2) LT2-V47 $ 2,038,500.00 (3) LT2-F48 $ 1,940,000.00 (2) LT2-V48 $ 1,940,000.00 (3) LT2-F49 $ 1,843,500.00 (2) LT2-V49 $ 1,843,500.00 (3) LT2-F50 $ 1,753,500.00 (2) LT2-V50 $ 1,753,500.00 (3) LT2-F51 $ 1,667,500.00 (2) LT2-V51 $ 1,667,500.00 (3) LT2-F52 $ 1,585,500.00 (2) LT2-V52 $ 1,585,500.00 (3) LT2-F53 $ 1,507,500.00 (2) LT2-V53 $ 1,507,500.00 (3) LT2-F54 $ 1,434,000.00 (2) LT2-V54 $ 1,434,000.00 (3) LT2-F55 $ 1,363,500.00 (2) LT2-V55 $ 1,363,500.00 (3) LT2-F56 $ 1,297,000.00 (2) LT2-V56 $ 1,297,000.00 (3) LT2-F57 $ 1,234,000.00 (2) LT2-V57 $ 1,234,000.00 (3) LT2-F58 $ 1,177,500.00 (2) LT2-V58 $ 1,177,500.00 (3) LT2-F59 $ 22,663,000.00 (2) LT2-V59 $ 22,663,000.00 (3) LT2-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each, a "REMIC" or, in the alternative, the "Lower-Tier REMIC" and such segregated pool of assets shall be designated as the "REMIC I." Component R-1 of Upper-Tier REMIC"). Each Certificate, other than the Class A-R Certificate shall Certificate, will represent ownership of one or more regular interests in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designationsole class of residual interest in each REMIC created hereunder, The Upper-Tier REMIC will hold as assets the Uncertificated several classes of uncertificated Middle Tier REMIC I PassInterests (other than the Class MT-Through Rate, R Interest). The Middle-Tier REMIC will hold as assets the initial Uncertificated Principal Balance, and solely for purposes several classes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiiuncertificated Lower-Tier REMIC Interests (other than the Class LT-R Interest), . The Lower-Tier REMIC will hold as assets all property of the "Trust Fund other than the interests in another REMIC formed hereby. Each Middle-Tier REMIC Interest (other than the Class MT-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC. Each Lower-Tier REMIC Interest (other than the Class LT-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated REMIC I Regular InterestsLatest Possible Maturity Date. None of the Uncertificated REMIC I Regular The Lower Tier Interests will be certificated. have the class designations, initial principal amounts, interest rates and corresponding Pool or Class of Certificates as set forth in the following table: Class Designation Initial Uncertificated Uncertified REMIC Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT-SG1-A (0.9% of SP Subgroup 1) (1) 4.50% 1 Assumed Final Maturity Designation Principal Balance PassLT-Through Rate Date(1SG1-B (0.1% of SP Subgroup 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI4.50% 1 LT-IO-1 $6,809,000 Variable(2SG1-C (Excess of Subgroup 1) January 25, 2034 LTI(1) 4.50% 1 LT-IO-2 $6,809,000 Variable(2SG2-A (0.9% of SP Subgroup 2) January 25, 2034 LTI(1) 5.00% 2 LT-IO-3 $6,809,000 Variable(2SG2-B (0.1% of SP Subgroup 2) January 25, 2034 LTI(1) 5.00% 2 LT-IO-4 $4,085,000 Variable(2SG2-C (Excess of Subgroup 2) January 25, 2034 LTI(1) 5.00% 2 LT-IO-5 $9,533,000 Xxxxxxxx(0SG3-A (0.9% of SP Subgroup 3) Xxxxxxx 00, 0000 XXX(1) 7.00% 3 LT-SG3-B (0.1% of SP Subgroup 3) (1) 7.00% 3 LT-SG3-C (Excess of Subgroup 3) (1) 7.00% 3 LT-1-A-P (5) 0.00% 1 LT-A-2 (0.9% of SP Group 2) (1) 6.00% 2 LT-B-2 (0.1% of SP Group 2) (1) 6.00% 2 LT-C-2 (Excess of Group 2) (1) 6.00% 2 LT-2-A-X $100 Variable(2(2) January 25, 2034 6.00% 2-A-X LT-2-A-P (5) 0.00% 2 LT-A-3 (0.9% of SP Group 3) (1) 5.50% 3 LT-B-3 (0.1% of SP Group 3) (1) 5.50% 3 LT-C-3 (Excess of Group 3) (1) 5.50% 3 LT-3-A-X (3) 5.50% 3-A-X LT-3-A-P (5) 0.00% 2 LT-A-4 (0.9% of SP Group 4) (1) 6.00% 4 LT-B-4 (0.1% of SP Group 4) (1) 6.00% 4 LT-C-4 (Excess of Group 4) (1) 6.00% 4 LT-4-A-X (4) 6.00% 4-A-X LT-4-A-P (5) 0.00% 4 LT-R (6) (6) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, Seller in the Master Servicer, Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Securities Administrator Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer Depositor and the Securities Administrator Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool of assets consisting Trust Fund (exclusive of the Loans rights to the Additional Collateral and other related assets (other than held in the Basis Risk Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC", the "Middle Tier REMIC" and such segregated pool the "Upper Tier REMIC," respectively). The Certificates, other than the Class A-R Certificate, shall represent ownership of assets shall be designated as "REMIC I." Component R-1 regular interests in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the owners of the Interest-Only Certificates. The Class A-R Certificate shall represent represents the sole class of "residual interests" interest in the Upper Tier REMIC, the sole class of residual interest in the Middle Tier REMIC I and the sole class of residual interest in the Lower Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Regular Interests in the Middle Tier REMIC. The Middle Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in the Lower Tier REMIC. The Lower Tier REMIC shall hold as its assets the property of the Trust Fund other than the Lower Tier REMIC Interests, the Middle Tier REMIC Interests, the Basis Risk Reserve Fund and the rights to the Additional Collateral. Each Certificate, other than the portion of the LIBOR Certificates representing the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and other than the Notional Certificates, is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions under federal income tax lawProvisions. Each Notional Component, other than the portion deemed to represent the obligation to make payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. Each Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC for purposes of the REMIC Provisions. Each Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The Class LTR Interest is hereby designated as the sole class of residual interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The Class MTR Interest is hereby designated as the sole class of residual interest in the Middle Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate is hereby designated as the sole class of residual interest in the Upper Tier REMIC for purposes of the REMIC provisions and will also represent the Class LTR Interest and the Class MTR Interest. THE LOWER TIER REMIC INTERESTS The following table irrevocably sets forth (or describes) the class designation, the Uncertificated REMIC I Pass-Through Rateinterest rate, the initial Uncertificated Principal Balanceprincipal amount, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" related Mortgage Pool for each class of the Uncertificated Lower Tier REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Lower-Tier REMIC 2,” “Lower-Tier REMIC 3,” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class CEA-R Certificate, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 shall represent ownership of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described one or more regular interests in the Prospectus and the Certificates are intended to be the "Certificates" described therein. Upper-Tier REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designationsole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in each Lower-Tier REMIC (other than the Class LT1-A-R, the Uncertificated REMIC I PassLT2-Through Rate, the initial Uncertificated Principal BalanceA-R, and solely LT3-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund (except for purposes any Additional Collateral) related to Pool 1, Pool 2, Pool 3, Pool 4, Pool 5, and Pool 6. Lower-Tier REMIC 2 shall hold as assets all property of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the Trust Fund (except for any Additional Collateral) related to Pool 7, Pool 8, Pool 9, and Pool 10. Lower-Tier REMIC 3 shall hold as assets all property of the "Trust Fund (except for any Additional Collateral) related to Pool 11. Each Lower-Tier REMIC Interest in Lower-Tier REMIC 1, Lower-Tier REMIC 2, or Lower-Tier REMIC 3 (other than the Class LT1-A-R, Class LT2-A-R, and Class LT3-A-2 Interests, respectively) is hereby designated as a regular interest in a Lower-Tier REMIC. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 LT1-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI(3) A-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 R ________________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool Trust Fund (exclusive of assets consisting of the Loans and other related assets (other than i) the Reserve Fund, (ii) in the Class 1-A1 Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Fund subject to this Agreement as multiple REMICs Property”) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X, Class CX, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent Certificates, represents ownership of a regular interest in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 16 of the table below for the Upper Tier REMIC. In addition, the Class 1-A1A, Class 1-A1B, and Class 1-A1C Certificates represent the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls from the proceeds of the Class 1-A1 Cap Agreement and each Certificate, other than the Class R, Class X, Class CX, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive the Class CX Excess Cap Amount. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each Class of the Uncertificated REMIC I Regular 1 Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC Class LT1-1A1A (3) $ 19,797,250.00 1-A1A Class LT1-1A1B (3) $ 18,750,000.00 1-A1B Class LT1-1A1C (3) $ 2,493,750.00 1-A1C Class LT1-1A2A (3) $ 3,750,000.00 1-A2A Class LT1-1A2B (3) $ 7,115,250.00 1-A2B Class LT1-1A3 (3) $ 14,647,250.00 1-A3 Class LT1-1A4A (3) $ 3,750,000.00 1-A4A Class LT1-1A4B (3) $ 3,644,750.00 1-A4B Class LT1-2A1A (3) $ 40,796,750.00 2-A1A Class LT1-2A1B (3) $ 6,258,250.00 2-A1B Class LT1-M1 (3) $ 3,099,250.00 M1 Class LT1-M2 (3) $ 2,453,750.00 M2 Class LT1-M3 (3) $ 2,582,750.00 M3 Class LT1-Pool 1 Assumed Final Maturity Designation Principal Balance PassPSA (1) $ 83,693,687.18 N/A Class LT1-Through Rate Date(1Pool 1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2$ 198,886.47 N/A Class LT1-Pool 2 PSA (2) January 25, 2034 LTI$ 53,256,090.41 N/A Class LT1-IO-1 $6,809,000 Variable(2Pool 2 (2) January 25, 2034 LTI$ 126,552.87 N/A Class LT1-IO-2 $6,809,000 Variable(2Q (3) January 25, 2034 LTI$ 250,142,716.93 N/A Class LT1-IO-3 $6,809,000 Variable(2R (4) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2(4) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool Trust Fund (exclusive of assets consisting of the Loans and other related assets (other than i) the Reserve Fund, (ii) in the Cap Agreements and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Fund subject to this Agreement as multiple REMICs Property”) be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” and “REMIC 3”; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X, Class CX, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent Certificates, represents ownership of a regular interest in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 21 of the table below for REMIC 3. In addition, each Certificate, other than the Class R, Class 2-A4, Class X and Class P Certificates, represents the right to receive (i) proceeds from the Cap Agreements which are not used to pay Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls on the Class 1-A1A, Class 2-A1, Class 2-A2 and Class 2-A3 Certificates and (ii) payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive the Class CX Excess Cap Amount. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each Class of the Uncertificated REMIC I Regular 1 Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC LT1-1A1A (3) $ 31,461,750.00 0-X0X XX0-0X0X (3) $ 9,500,000.00 1-A1B LT1-1A2A (3) $ 5,600,500.00 0-X0X XX0-0X0X (3) $ 1,500,000.00 1-A2B LT1-1A2C (3) $ 108,750.00 1-A2C LT1-1A3A (3) $ 14,907,000.00 0-X0X XX0-0X0X (3) $ 4,000,000.00 1-A3B LT1-1A3C (3) $ 289,750.00 1-A3C LT1-1A3D (3) $ 1,625,000.00 1-A3D LT1-1A4 (3) $ 7,665,750.00 1-A4 LT1-2A1 (3) $ 37,500,000.00 2-A1, 2-A4 LT1-2A2 (3) $ 8,131,750.00 2-A2, 2-A4 LT1-2A3 (3) $ 588,750.00 2-A3, 2-A4 LT1-M1 (3) $ 3,282,000.00 M1 LT1-M2 (3) $ 2,625,500.00 M2 LT1-M3 (3) $ 1,969,250.00 M3 LT1-M4 (3) $ 525,250.00 M4 LT1-Pool 1 Assumed Final Maturity Designation Principal Balance Pass(1) $ 81,690,606.36 N/A LT1-Through Rate Date(1PSA-1 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2$ 209,671.10 N/A LT1-Pool 2 (2) January 25, 2034 LTI$ 49,254,344.93 N/A LT1-IO-1 $6,809,000 Variable(2PSA-2 (2) January 25, 2034 LTI$ 126,410.21 N/A LT1-IO-2 $6,809,000 Variable(2Q (3) January 25, 2034 LTI$ 262,562,097.80 N/A Class LT1-IO-3 $6,809,000 Variable(2R (4) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2(4) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool Trust Fund (exclusive of assets consisting of the Loans and other related assets (other than i) the Reserve Fund, (ii) in the Cap Agreements and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Fund subject to this Agreement as multiple REMICs Property”) be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” and “REMIC 3”; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X, Class CX, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent Certificates, represents ownership of a regular interest in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 18 of the table irrevocably sets forth below for REMIC 3. In addition, each Certificate, other than the designationClass R, the Uncertificated REMIC I PassClass 2-Through RateAIO, the initial Uncertificated Principal BalanceClass X, Class CX, and solely Class P Certificates, represents the right to receive (i) proceeds from the Cap Agreements which are not used to pay Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls on the Class 1-A1, Class 2-A1, Class 2-A2 and Class 2-A3 Certificates and (ii) payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive the Class CX Excess Cap Amount. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Provisions.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of other than the Class R Certificate shall represent the sole class of "residual interests" Lower Tier Interests in REMIC I 1, REMIC 2, REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2001-3 (the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing "Notes"), issuable as provided in the aggregate the entire beneficial ownership of the Trust Fundthis Indenture. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Trust herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Master Servicer and the Securities Administrator are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than All things necessary to make this Indenture a valid agreement of the Class CE, Class P and Class R Certificates, Trust in accordance with its terms have been offered done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for sale the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans in Mortgage Loan Group I and Mortgage Loan Group II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to a Prospectusthe Sale and Servicing Agreement, dated January 28including all payments of principal received, 2004collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Distribution Accounts, the Note Insurance Payment Account and the Cross-collateralization Reserve Account, including all investments made with funds in such Accounts (but so long as no Servicer Event of Default or Event of Default shall have occurred, not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Servicer), and a Prospectus Supplement, dated February 24, 2004 (e) all proceeds of the Depositor conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (togetherx) the payment of all amounts due on the Notes in accordance with their terms, (y) the "Prospectus")payment of all other sums payable under this Indenture and the Insurance Agreement and (z) compliance with the provisions of this Indenture, all as provided in this Indenture and the Insurance Agreement. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Trust Fund created hereunder is intended to be Indenture Trustee agrees that it will hold the "Trust" as described Policy in trust and that it will hold any proceeds of any claim upon the Prospectus Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 the “Upper-Tier REMIC”). Each of the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, the Class A-R Certificate and each Uncertificated REMIC Interest, shall represent ownership of a regular interest in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC I Passshall hold as assets the several classes of uncertificated Lower-Through Rate, Tier Interests in the initial Uncertificated Principal Balance, and solely Lower-Tier REMIC (other than the Class LT-A-R Interest). The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for purposes any related Excluded Trust Property). The uncertificated Class LT-A-R Interest represents ownership of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(3) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Loans Initial Mortgage Loans, the Pre-Funding Amount and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Initial Cap Agreement, (iii) the Class A3 Cap Agreement, (iv) the Pre-funding Accounts and (v) the Capitalized Interest Account, collectively, the “Excluded Trust Property”) be treated for federal income tax purposespurposes as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4, and such segregated pool of assets shall be designated REMIC 5; REMIC 5 also being referred to as "REMIC I." Component R-1 of the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificates and the Class R Certificate shall represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 15 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-SIO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class Class of "residual interests" interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I 4, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4, and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor at the Closing Date Pursuant to this Indenture, there is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee eight Classes of the Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust FundClass B-2 Notes. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Owner Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesClass A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Depositor, the Master Servicer and the Securities Administrator are Owner Trustee is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than Simultaneously with the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 issuance of the Class R A Notes and the Class B Notes, there is also being issued the Certificate shall represent pursuant to the sole class of "residual interests" in REMIC I Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for purposes the benefit of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth Holders of the designationClass A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Uncertificated REMIC I Pass-Through Rate, Transfer and Assignment Agreement and the initial Uncertificated Principal Balance, Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and solely for purposes security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each any and all of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________foregoing;

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor Transferor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing issuable as provided in the aggregate the entire beneficial ownership of the Trust Fundthis Agreement. All covenants and agreements made by the DepositorTransferor, the Master Servicer, the Securities Administrator Trustee and the Trustee Back-up Servicer herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesCertificates and MBIA. The DepositorTransferor, the Master Servicer Servicer, the Trustee and the Securities Administrator Back-up Servicer are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make this Agreement a valid agreement of the Transferor, the Servicer, the Trustee and the Back-up Servicer in accordance with its terms have been done. CONVEYANCE CLAUSE The Transferor does hereby absolutely transfer, assign, set over, and otherwise convey to the Trustee, for the ratable benefit of the Holders of the Certificates issued hereunderand MBIA, all of the Transferor's rights, title and interest in and to the following and any and all benefits accruing to the Transferor from (but none of the obligations under): (a) the Lease Receivables and Lease Contracts and all payments received on or with respect to the Lease Contracts and Lease Receivables and due after the CutOff Date, with respect to those Lease Contracts listed on the Initial Lease Schedule, or the applicable Acquisition Dates, with respect to those Lease Contracts acquired on such Acquisition Dates; (b) the Transferor's rights and interests in the Equipment and any security interest in the Equipment not owned by the Transferor; (c) any rights of the Transferor under each Insurance Policy related to the Lease Contracts or the Equipment and Insurance Proceeds; (d) the Lease Acquisition Agreement, the Servicing Agreement, the Broker Assignment Agreements and any other than Transaction Documents to which the Transferor is a party; (e) all amounts from time to time on deposit in the Collection Account, the Cash Collateral Account, the Lockbox Account, the Capitalized Interest Account, the Prefunding Account, the Redemption Account and the ACH Account (including any Eligible Investments and other property in such accounts); (f) the Lease Contract Files; (g) the Certificate Insurance Policy, except that the Holders of the Class CEB Certificates and the Transferor Certificate shall have no right, Class P title or interest in or to the Certificate Insurance Policy; and Class R Certificates(h) proceeds of the foregoing (including, have been offered for sale pursuant but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to a Prospectus, dated January 28, 2004payment of any and every kind, and a Prospectus Supplement, dated February 24, 2004 other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the Depositor foregoing), in each case whether now owned or hereafter acquired, except that the Holders of the Class B Certificates and the Transferor Certificate shall have no right, title or interest in proceeds of the Certificate Insurance Policy (together, all of the foregoing being hereinafter referred to as the "ProspectusTrust Estate"). The Trust Fund created hereunder foregoing transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee, any Certificateholder or MBIA of any obligation of the Transferor, the Company, the Servicer or any other Person in connection with the Trust Estate or under any agreement or instrument relating thereto. The trust created by the foregoing assignment shall be known as the "TrustGF Funding Equipment Lease Trust 1997-1." as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the The Trustee shall elect to treat the segregated pool of assets consisting acknowledges its acceptance on behalf of the Loans Certificateholders and other related assets (other than MBIA of all right, title and interest previously held by the Reserve Fund) Transferor in and to the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesEstate, and declares that it shall maintain such segregated pool right, title and interest in accordance with the provisions hereof and agrees to perform the duties herein required to the best of assets shall be designated as "REMIC I." Component R-1 its ability to the end that the interests of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawCertificateholders and MBIA may be adequately and effectively protected. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________ARTICLE ONE

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1-2 Basis Risk Reserve Fund, (ii) the Pool 3 Basis Risk Reserve Fund, (iii) the Group I Swap Agreement, (iv) the Group I Swap Account, (v) the Supplemental Interest Trust, (vi) the Group I Cap Agreement, (vii) the Group I Cap Account, (viii) the Class 3-A1 Cap Agreement, (ix) the Class 3-A1 Cap Account, (x) the obligation to treat pay Class I Shortfalls, (xi) the segregated pool of rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising nine real estate mortgage investment conduits (each, a “REMIC”) in two tiered structures. Specifically, Pooling REMIC I, Lower-Tier REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and Upper-Tier REMIC I shall relate to Pool 1 and Pool 2 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 3. Pooling REMIC I shall hold the assets consisting of the Loans Trust Fund related to Pool 1 and Pool 2, other related assets (than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC I. Each uncertificated interest in Pooling REMIC I is hereby designated as a REMIC regular interest. Lower-Tier REMIC I shall hold the uncertificated interests issued by Pooling REMIC I and shall issue several uncertificated interests. Each such interest, other than the Reserve FundLTI-R Interest, is hereby designated as a REMIC regular interest. The LTI-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LTI-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIA-R Interest, is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC IA, other than the MTIA-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIB-R Interest, is hereby designated as a REMIC regular interest. The Class MTIB-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class MTIB-R Interest. Each of the Offered Certificates related to Pool 1 and Pool 2 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 and Pool 2 also represents (i) in the Trust Fund subject right to this Agreement as multiple REMICs for receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." the Class 1-XS Component R-1 of the Class 1-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 and Pool 2 to the extent payable from Pool 1-2 Monthly Excess Cashflow. The Class 1-CX and Class 1-SX Components of the Class 1-X Certificates shall not represent an interest in any REMIC formed hereby. The Class 1-P and Class 2-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC I as well as ownership of the LTI-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC II shall hold the assets of the Trust Fund related to Pool 3, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC II. Each uncertificated interest in Pooling REMIC II is hereby designated as a REMIC regular interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 3 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 3 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 3 to the extent payable from Pool 3 Monthly Excess Cashflow. The Class II-CX Component of the Class II-X Certificates shall not represent an interest in any REMIC formed hereby. The Class 3-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC II as well as ownership of the LT2-R and Class MT2-R Interests. Pooling REMIC I Pooling REMIC I shall issue one uncertificated interest in respect of each Pool 1 and Pool 2 Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in Pooling REMIC I (the “Pooling REMIC I Regular Interests”). Pooling REMIC I shall also issue the Class 1-LT-R Certificate, which shall represent the sole class of "residual interests" interest in Pooling REMIC I. Each Pooling REMIC I for purposes Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be distributed on such Pooling REMIC Provisions under federal income tax lawI Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. The following table irrevocably sets forth the designationOn each Distribution Date, the Uncertificated Trustee shall first pay or charge as an expense of Pooling REMIC I Pass-Through Rate, all expenses of the initial Uncertificated Principal Balance, Trust Fund related to Pool 1 and solely Pool 2 (other than any expenses with respect to the Group I Swap Agreement) that are deducted in computing the Interest Remittance Amount for purposes such Distribution Date. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), expenses described in the "latest possible maturity date" for preceding paragraph) with respect to each of the Uncertificated Lower-Tier Interests in Pooling REMIC I Regular Interestsbased on the above-described interest rates. None of On each Distribution Date, the Uncertificated Trustee shall distribute the aggregate Principal Remittance Amount among the Pooling REMIC I Regular Interests will in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Pooling REMIC I Regular Interest. All losses on the Mortgage Loans shall be certificatedallocated among the Pooling REMIC I Regular Interest in the same manner that principal distributions are allocated. Initial Uncertificated Uncertified On each Distribution Date, the Trustee shall distribute the Prepayment Premiums related to Pool 1 and Pool 2 collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Pooling REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________I Regular Interest corresponding to the Mortgage Loan with respect to which such amounts were received.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v), the Supplemental Interest Trust and (vi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of 3 and the Class R Certificate shall represent the sole class of "residual interests" in Excluded Trust Assets. The startup day for each REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund of the Loans and certain other assets and will be the owner of relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee Securities Administrator shall elect to treat that the segregated pool of assets Trust Fund be treated for federal income tax purposes as consisting of (i) three real estate mortgage investment conduits, (ii) the Loans right to receive payments distributable to the Class P Certificates, (iii) each Corridor Contract and other related the Corridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement and the Cap Contract. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the Reserve Fundassets described in clauses (ii), (iii), (iv) and (v) above, other than the SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Trust Fund subject to this Agreement SWAP REMIC) and the Class SWR Interest as multiple REMICs for federal income tax purposes, the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and such segregated pool will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of assets shall the Lower Tier REMIC Regular Interests and will be designated evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "REMIC I.residual interest" Component R-1 in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class R Certificate shall represent SWR Interest, the sole class of "residual interests" in REMIC I for purposes of Class LTR Interest and the REMIC Provisions under federal income tax lawResidual Interest. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each federal income tax purposes of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests all interests created hereby will be certificatedthe Latest Possible Maturity Date. THE SWAP REMIC The following table sets forth the designations, initial principal balances and interest rates for each interest in the SWAP REMIC: Class Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassInterest Rate ----- ------------------------- ------------- 1-Through Rate Date(1SW1 $ 12,668,822.604 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 1-SW1A $ 1,246,309.242 (2) 1-SW1B $ 1,246,309.242 (3) 1-SW2A $ 1,301,543.754 (2) 1-SW2B $ 1,301,543.754 (3) 1-SW3A $ 1,347,695.903 (2) 1-SW3B $ 1,347,695.903 (3) 1-SW4A $ 1,353,495.070 (2) 1-SW4B $ 1,353,495.070 (3) 1-SW5A $ 1,283,686.885 (2) 1-SW5B $ 1,283,686.885 (3) 1-SW6A $ 1,217,396.847 (2) 1-SW6B $ 1,217,396.847 (3) 1-SW7A $ 1,154,607.869 (2) 1-SW7B $ 1,154,607.869 (3) 1-SW8A $ 1,095,131.513 (2) 1-SW8B $ 1,095,131.513 (3) 1-SW9A $ 1,038,739.608 (2) 1-SW9B $ 1,038,739.608 (3) 1-SW10A $ 985,003.387 (2) 1-SW10B $ 985,003.387 (3) 1-SW11A $ 929,481.041 (2) 1-SW11B $ 929,481.041 (3) 1-SW12A $ 874,885.387 (2) 1-SW12B $ 874,885.387 (3) 1-SW13A $ 827,590.852 (2) 1-SW13B $ 827,590.852 (3) 1-SW14A $ 843,784.269 (2) 1-SW14B $ 843,784.269 (3) 1-SW15A $ 889,125.529 (2) 1-SW15B $ 889,125.529 (3) 1-SW16A $ 835,529.248 (2) 1-SW16B $ 835,529.248 (3) 1-SW17A $ 729,286.429 (2) 1-SW17B $ 729,286.429 (3) 1-SW18A $ 671,629.510 (2) 1-SW18B $ 671,629.510 (3) 1-SW19A $ 644,121.345 (2) 1-SW19B $ 644,121.345 (3) 1-SW20A $ 600,818.698 (2) 1-SW20B $ 600,818.698 (3) 1-SW21A $ 568,255.855 (2) 1-SW21B $ 568,255.855 (3) 1-SW22A $ 537,253.183 (2) 1-SW22B $ 537,253.183 (3) 1-SW23A $ 505,393.472 (2) 1-SW23B $ 505,393.472 (3) 1-SW24A $ 474,456.250 (2) 1-SW24B $ 474,456.250 (3) 1-SW25A $ 482,303.341 (2) 1-SW25B $ 482,303.341 (3) 1-SW26A $ 531,734.347 (2) 1-SW26B $ 531,734.347 (3) 1-SW27A $ 971,308.313 (2) 1-SW27B $ 971,308.313 (3) 1-SW28A $ 1,232,262.828 (2) 1-SW28B $ 1,232,262.828 (3) 1-SW29A $ 353,312.329 (2) 1-SW29B $ 353,312.329 (3) 1-SW30A $ 303,704.229 (2) 1-SW30B $ 303,704.229 (3) 1-SW31A $ 102,364.835 (2) 1-SW31B $ 102,364.835 (3) 1-SW32A $ 269,742.536 (2) 1-SW32B $ 269,742.536 (3) 1-SW33A $ 253,588.307 (2) 1-SW33B $ 253,588.307 (3) 1-SW34A $ 238,870.898 (2) 1-SW34B $ 238,870.898 (3) 1-SW35A $ 225,021.150 (2) 1-SW35B $ 225,021.150 (3) 1-SW36A $ 212,142.434 (2) 1-SW36B $ 212,142.434 (3) 1-SW37A $ 200,176.894 (2) 1-SW37B $ 200,176.894 (3) 1-SW38A $ 195,649.792 (2) 1-SW38B $ 195,649.792 (3) 1-SW39A $ 184,121.067 (2) 1-SW39B $ 184,121.067 (3) 1-SW40A $ 164,329.454 (2) 1-SW40B $ 164,329.454 (3) 1-SW41A $ 155,634.229 (2) 1-SW41B $ 155,634.229 (3) 1-SW42A $ 145,550.911 (2) 1-SW42B $ 145,550.911 (3) 1-SW43A $ 137,703.820 (2) 1-SW43B $ 137,703.820 (3) 1-SW44A $ 139,991.982 (2) 1-SW44B $ 139,991.982 (3) 1-SW45A $ 133,206.459 (2) 1-SW45B $ 133,206.459 (3) 1-SW46A $ 112,294.925 (2) 1-SW46B $ 112,294.925 (3) 1-SW47A $ 106,410.059 (2) 1-SW47B $ 106,410.059 (3) 1-SW48A $ 103,052.147 (2) 1-SW48B $ 103,052.147 (3) 1-SW49A $ 115,733.791 (2) 1-SW49B $ 115,733.791 (3) 1-SW50A $ 157,805.550 (2) 1-SW50B $ 157,805.550 (3) 1-SW51A $ 508,629.209 (2) 1-SW51B $ 508,629.209 (3) 1-SW52A $ 674,140.735 (2) 1-SW52B $ 674,140.735 (3) 2-SW2 $238,313,120 Variable(2127,472,850.966 (4) January 25, 2034 LTI2-IO-1 $6,809,000 Variable(2SW1A $ 12,540,280.758 (5) January 25, 2034 LTI2-IO-2 $6,809,000 Variable(2SW1B $ 12,540,280.758 (6) January 25, 2034 LTI2-IO-3 $6,809,000 Variable(2SW2A $ 13,096,046.746 (5) January 25, 2034 LTI2-IO-4 $4,085,000 Variable(2SW2B $ 13,096,046.746 (6) January 25, 2034 LTI2-IO-5 $9,533,000 Xxxxxxxx(0SW3A $ 13,560,426.597 (5) Xxxxxxx 00, 0000 XXX2-X $100 Variable(2SW3B $ 13,560,426.597 (6) January 25, 2034 _______________2-SW4A $ 13,618,777.430 (5) 2-SW4B $ 13,618,777.430 (6) 2-SW5A $ 12,916,372.115 (5) 2-SW5B $ 12,916,372.115 (6) 2-SW6A $ 12,249,366.153 (5) 2-SW6B $ 12,249,366.153 (6) 2-SW7A $ 11,617,587.631 (5) 2-SW7B $ 11,617,587.631 (6) 2-SW8A $ 11,019,140.487 (5) 2-SW8B $ 11,019,140.487 (6) 2-SW9A $ 10,451,728.892 (5) 2-SW9B $ 10,451,728.892 (6) 2-SW10A $ 9,911,038.613 (5) 2-SW10B $ 9,911,038.613 (6) 2-SW11A $ 9,352,376.459 (5) 2-SW11B $ 9,352,376.459 (6) 2-SW12A $ 8,803,038.613 (5) 2-SW12B $ 8,803,038.613 (6) 2-SW13A $ 8,327,164.148 (5) 2-SW13B $ 8,327,164.148 (6) 2-SW14A $ 8,490,101.231 (5) 2-SW14B $ 8,490,101.231 (6) 2-SW15A $ 8,946,321.971 (5) 2-SW15B $ 8,946,321.971 (6) 2-SW16A $ 8,407,039.752 (5) 2-SW16B $ 8,407,039.752 (6) 2-SW17A $ 7,338,031.571 (5) 2-SW17B $ 7,338,031.571 (6) 2-SW18A $ 6,757,891.490 (5) 2-SW18B $ 6,757,891.490 (6) 2-SW19A $ 6,481,106.155 (5) 2-SW19B $ 6,481,106.155 (6) 2-SW20A $ 6,045,397.802 (5) 2-SW20B $ 6,045,397.802 (6) 2-SW21A $ 5,717,752.645 (5) 2-SW21B $ 5,717,752.645 (6) 2-SW22A $ 5,405,805.817 (5) 2-SW22B $ 5,405,805.817 (6) 2-SW23A $ 5,085,235.528 (5) 2-SW23B $ 5,085,235.528 (6) 2-SW24A $ 4,773,947.250 (5) 2-SW24B $ 4,773,947.250 (6) 2-SW25A $ 4,852,904.159 (5) 2-SW25B $ 4,852,904.159 (6) 2-SW26A $ 5,350,275.653 (5) 2-SW26B $ 5,350,275.653 (6) 2-SW27A $ 9,773,239.687 (5) 2-SW27B $ 9,773,239.687 (6) 2-SW28A $ 12,398,946.672 (5) 2-SW28B $ 12,398,946.672 (6) 2-SW29A $ 3,555,005.171 (5) 2-SW29B $ 3,555,005.171 (6) 2-SW30A $ 3,055,851.771 (5) 2-SW30B $ 3,055,851.771 (6) 2-SW31A $ 1,029,988.165 (5) 2-SW31B $ 1,029,988.165 (6) 2-SW32A $ 2,714,131.464 (5) 2-SW32B $ 2,714,131.464 (6) 2-SW33A $ 2,551,588.693 (5) 2-SW33B $ 2,551,588.693 (6) 2-SW34A $ 2,403,503.102 (5) 2-SW34B $ 2,403,503.102 (6) 2-SW35A $ 2,264,147.850 (5) 2-SW35B $ 2,264,147.850 (6) 2-SW36A $ 2,134,563.066 (5) 2-SW36B $ 2,134,563.066 (6) 2-SW37A $ 2,014,166.606 (5) 2-SW37B $ 2,014,166.606 (6) 2-SW38A $ 1,968,615.208 (5) 2-SW38B $ 1,968,615.208 (6) 2-SW39A $ 1,852,613.933 (5) 2-SW39B $ 1,852,613.933 (6) 2-SW40A $ 1,653,472.046 (5) 2-SW40B $ 1,653,472.046 (6) 2-SW41A $ 1,565,981.271 (5) 2-SW41B $ 1,565,981.271 (6) 2-SW42A $ 1,464,523.589 (5) 2-SW42B $ 1,464,523.589 (6) 2-SW43A $ 1,385,566.680 (5) 2-SW43B $ 1,385,566.680 (6) 2-SW44A $ 1,408,590.018 (5) 2-SW44B $ 1,408,590.018 (6) 2-SW45A $ 1,340,314.541 (5) 2-SW45B $ 1,340,314.541 (6) 2-SW46A $ 1,129,904.075 (5) 2-SW46B $ 1,129,904.075 (6) 2-SW47A $ 1,070,690.941 (5) 2-SW47B $ 1,070,690.941 (6) 2-SW48A $ 1,036,903.853 (5) 2-SW48B $ 1,036,903.853 (6) 2-SW49A $ 1,164,505.709 (5) 2-SW49B $ 1,164,505.709 (6) 2-SW50A $ 1,587,828.950 (5) 2-SW50B $ 1,587,828.950 (6) 2-SW51A $ 5,117,793.291 (5) 2-SW51B $ 5,117,793.291 (6) 2-SW52A $ 6,783,159.265 (5) 2-SW52B $ 6,783,159.265 (6) SWR (7) (7)

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Asset Backed Notes, Series 1999-2, Class A (the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing "Notes"), issuable as provided in the aggregate the entire beneficial ownership of the Trust Fundthis Indenture. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Issuer herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Master Servicer and the Securities Administrator are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than All things necessary to make this Indenture a valid agreement of the Class CE, Class P and Class R Certificates, Issuer in accordance with its terms have been offered done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for sale the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Custodian, on behalf of the Indenture Trustee, pursuant to a Prospectusthe Mortgage Loan Sale Agreement, dated January 28all payments of principal received, 2004collected or otherwise recovered after the Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, and a Prospectus Supplementany Qualified Replacement Mortgage Loan, dated February 24(b) the Servicing Agreement, 2004 (c) the Mortgage Loan Sale Agreement, (d) the Mortgage Loan Contribution Agreement, (e) the Management Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Collection Account and the Note Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account and the Note Account, which income shall belong to and be for the account of the Depositor Servicer), and (togetherh) all proceeds of the conversion, voluntary or involuntary, of any of the "Prospectus")foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trust Fund created Indenture Trustee acknowledges such Grant, accepts the trusts hereunder is intended in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the "Trust" as described in the Prospectus FSA Insurance Policy and the Certificates are intended to be PMI Policy in trust and that it will hold any proceeds of any claim upon the "Certificates" described therein. REMIC I ------- As provided hereinFSA Insurance Policy and PMI Policy, solely for the Trustee shall elect to treat the segregated pool of assets consisting use and benefit of the Loans Noteholders in accordance with the terms hereof and other related assets (other than the Reserve Fund) in FSA Insurance Policy and the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesPMI Policy, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________respectively.

PRELIMINARY STATEMENT. The Depositor at the Closing Date Pursuant to this Indenture, there is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee five Classes of the Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust FundClass B Notes. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Owner Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesClass A Notes, as further defined herein, and the Class B Notes and the Note Insurer. The Depositor, the Master Servicer and the Securities Administrator are Owner Trustee is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than Simultaneously with the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 issuance of the Class R A Notes and the Class B Notes, there is also being issued the Certificate shall represent pursuant to the sole class of "residual interests" in REMIC I Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for purposes the benefit of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth Holders of the designationClass A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all certificates of title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Uncertificated REMIC I Pass-Through RateTransfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; and (g) the proceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the initial Uncertificated Principal Balanceextent provided in this Indenture, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________proceeds thereof;

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv), the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CER Certificate, Class P and Class R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool of assets shall be designated as "the Excluded Trust Assets. The startup day for each REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans Pooled Securities and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans Pooled Securities and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans Pooled Securities and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee herein with respect to the Loans Pooled Securities and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and the Securities Administrator are Depositor is entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, hereunder have been offered for sale pursuant to a Prospectus, dated January 28July 27, 20041999, and a Prospectus Supplement, dated February 24July 27, 2004 1999, of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall will elect to treat the segregated pool of assets consisting of the Loans Pooled Securities and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs a REMIC for federal income tax purposes, and such segregated pool of assets shall will be designated as "REMIC I." Component R-1 of the Class R Certificate shall will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". Component R-2 of the Class R Certificate will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designationdesignations, the Uncertificated Remittance Rate and initial Class Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and II. Determined solely for purposes of satisfying Treasury regulation Section section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will and for each Class of Certificates shall be certificatedthe first Distribution Date that is at least two years after the latest final Pooled Security Distribution Date of the Pooled Security that has, as of the Closing Date, the latest final Pooled Security Distribution Date, irrespective of its scheduled final Pooled Security Distribution Date. The following table sets forth the designation, Remittance Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests in REMIC II and the Class R Certificate: Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Class Remittance Principal Last Scheduled Designation Principal Rate(1) Balance Pass-Through Rate Date(1Distribution Date* ----------- --------- -------- ------------------ Class A (2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(222,802,942 March 2029 Class B-1 8.00% 10,960,000 March 2029 Class B-2 8.00% 8,214,000 March 2029 Class B-3 8.00% 5,776,000 March 2029 Class R'D' 8.00% 100(3) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________March 2029

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer Servicer, the Credit Risk Manager and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any FPD Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in respect of Prepayment Charges paid by the Seller as a result of a breach of a representation or warranty pursuant to Section 2.03(b) and (x) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of assets 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 Latest Possible Maturity Date. REMIC 1 shall be issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as "a regular interest in REMIC I." Component R-1 of 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate Certificate, which shall represent the sole class of "residual interests" interest in REMIC I for purposes 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC Provisions under federal income tax law1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 2, each of which (other than the Uncertificated Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 2 (the “REMIC 2 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT2-Through Rate Date(1F1 $ 9,245,000.00 (2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT2-V1 $ 9,245,000.00 (3) January 25, 2034 LTILT2-IO-1 $6,809,000 Variable(2F2 $ 8,971,000.00 (2) January 25, 2034 LTILT2-IO-2 $6,809,000 Variable(2V2 $ 8,971,000.00 (3) January 25, 2034 LTILT2-IO-3 $6,809,000 Variable(2F3 $ 8,705,500.00 (2) January 25, 2034 LTILT2-IO-4 $4,085,000 Variable(2V3 $ 8,705,500.00 (3) January 25, 2034 LTILT2-IO-5 $9,533,000 Xxxxxxxx(0F4 $ 8,447,500.00 (2) Xxxxxxx 00, 0000 XXXLT2-X $100 Variable(2V4 $ 8,447,500.00 (3) January 25, 2034 LT2-F5 $ 8,198,000.00 (2) LT2-V5 $ 8,198,000.00 (3) LT2-F6 $ 7,954,500.00 (2) LT2-V6 $ 7,954,500.00 (3) LT2-F7 $ 7,719,000.00 (2) LT2-V7 $ 7,719,000.00 (3) LT2-F8 $ 7,490,500.00 (2) LT2-V8 $ 7,490,500.00 (3) LT2-F9 $ 7,268,500.00 (2) LT2-V9 $ 7,268,500.00 (3) LT2-F10 $ 7,053,500.00 (2) LT2-V10 $ 7,053,500.00 (3) LT2-F11 $ 7,346,500.00 (2) LT2-V11 $ 7,346,500.00 (3) LT2-F12 $ 7,267,500.00 (2) LT2-V12 $ 7,267,500.00 (3) LT2-F13 $ 8,436,000.00 (2) LT2-V13 $ 8,436,000.00 (3) LT2-F14 $ 8,339,000.00 (2) LT2-V14 $ 8,339,000.00 (3) LT2-F15 $ 8,275,000.00 (2) LT2-V15 $ 8,275,000.00 (3) LT2-F16 $ 8,115,000.00 (2) LT2-V16 $ 8,115,000.00 (3) LT2-F17 $ 8,019,000.00 (2) LT2-V17 $ 8,019,000.00 (3) LT2-F18 $ 7,857,500.00 (2) LT2-F19 $ 7,730,500.00 (2) LT2-V19 $ 7,730,500.00 (3) LT2-F20 $ 7,569,500.00 (2) LT2-V20 $ 7,569,500.00 (3) LT2-F21 $ 7,377,000.00 (2) LT2-V21 $ 7,377,000.00 (3) LT2-F22 $ 7,185,000.00 (2) LT2-V22 $ 7,185,000.00 (3) LT2-F23 $ 24,825,000.00 (2) LT2-V23 $ 24,825,000.00 (3) LT2-F24 $ 13,343,500.00 (2) LT2-V24 $ 13,343,500.00 (3) LT2-F25 $ 11,642,500.00 (2) LT2-V25 $ 11,642,500.00 (3) LT2-F26 $ 8,852,500.00 (2) LT2-V26 $ 8,852,500.00 (3) LT2-F27 $ 6,928,000.00 (2) LT2-V27 $ 6,928,000.00 (3) LT2-F28 $ 5,485,000.00 (2) LT2-V28 $ 5,485,000.00 (3) LT2-F29 $ 4,394,500.00 (2) LT2-V29 $ 4,394,500.00 (3) LT2-F30 $ 3,592,000.00 (2) LT2-V30 $ 3,592,000.00 (3) LT2-F31 $ 2,918,500.00 (2) LT2-V31 $ 2,918,500.00 (3) LT2-F32 $ 2,406,000.00 (2) LT2-V32 $ 2,406,000.00 (3) LT2-F33 $ 2,277,000.00 (2) LT2-V33 $ 2,277,000.00 (3) LT2-F34 $ 2,149,000.00 (2) LT2-V34 $ 2,149,000.00 (3) LT2-F35 $ 2,052,500.00 (2) LT2-V35 $ 2,052,500.00 (3) LT2-F36 $ 1,956,500.00 (2) LT2-V36 $ 1,956,500.00 (3) LT2-F37 $ 1,860,500.00 (2) LT2-V37 $ 1,860,500.00 (3) LT2-F38 $ 1,764,000.00 (2) LT2-V38 $ 1,764,000.00 (3) LT2-F39 $ 1,700,000.00 (2) LT2-V39 $ 1,700,000.00 (3) LT2-F40 $ 1,571,500.00 (2) LT2-F41 $ 1,539,500.00 (2) LT2-V41 $ 1,539,500.00 (3) LT2-F42 $ 1,443,500.00 (2) LT2-V42 $ 1,443,500.00 (3) LT2-F43 $ 1,379,500.00 (2) LT2-V43 $ 1,379,500.00 (3) LT2-F44 $ 1,315,000.00 (2) LT2-V44 $ 1,315,000.00 (3) LT2-F45 $ 1,218,500.00 (2) LT2-V45 $ 1,218,500.00 (3) LT2-F46 $ 1,187,000.00 (2) LT2-V46 $ 1,187,000.00 (3) LT2-F47 $ 1,122,500.00 (2) LT2-V47 $ 1,122,500.00 (3) LT2-F48 $ 1,090,500.00 (2) LT2-V48 $ 1,090,500.00 (3) LT2-F49 $ 994,000.00 (2) LT2-V49 $ 994,000.00 (3) LT2-F50 $ 962,500.00 (2) LT2-V50 $ 962,500.00 (3) LT2-F51 $ 930,000.00 (2) LT2-V51 $ 930,000.00 (3) LT2-F52 $ 866,500.00 (2) LT2-V52 $ 866,500.00 (3) LT2-F53 $ 833,500.00 (2) LT2-V53 $ 833,500.00 (3) LT2-F54 $ 802,000.00 (2) LT2-V54 $ 802,000.00 (3) LT2-F55 $ 738,000.00 (2) LT2-V55 $ 738,000.00 (3) LT2-F56 $ 737,000.00 (2) LT2-V56 $ 737,000.00 (3) LT2-F57 $ 673,500.00 (2) LT2-V57 $ 673,500.00 (3) LT2-F58 $ 641,500.00 (2) LT2-V58 $ 641,500.00 (3) LT2-F59 $ 625,500.00 (2) LT2-V59 $ 625,500.00 (3) LT2-F60 $ 587,500.00 (2) LT2-V60 $ 587,500.00 (3) LT2-F61 $ 557,500.00 (2) LT2-V61 $ 557,500.00 (3) LT2-V62 $ 530,500.00 (3) LT2-F63 $ 504,000.00 (2) LT2-V63 $ 504,000.00 (3) LT2-F64 $ 480,000.00 (2) LT2-V64 $ 480,000.00 (3) LT2-F65 $ 455,500.00 (2) LT2-V65 $ 455,500.00 (3) LT2-F66 $ 433,000.00 (2) LT2-V66 $ 433,000.00 (3) LT2-F67 $ 412,000.00 (2) LT2-V67 $ 412,000.00 (3) LT2-F68 $ 391,000.00 (2) LT2-V68 $ 391,000.00 (3) LT2-F69 $ 372,000.00 (2) LT2-V69 $ 372,000.00 (3) LT2-F70 $ 354,000.00 (2) LT2-V70 $ 354,000.00 (3) LT2-F71 $ 6,807,000.00 (2) LT2-V71 $ 6,807,000.00 (3) LT2-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor at Seller desires to sell to Purchaser from time to time all of Seller’s beneficial right, title and interest in and to designated pools of fully amortizing first lien residential Mortgage Loans eligible in the Closing Date is aggregate to back Securities, and the owner servicing rights relating thereto, with the terms described in related Takeout Commitments, each in the form of a 100% undivided beneficial ownership interest evidenced by a Participation Certificate. Purchaser desires and may, in its sole discretion, purchase such Participation Certificates from Seller in accordance with the terms and conditions set forth in this Agreement. Seller, subject to the terms hereof, will cause (a) the Related Mortgage Loans to back a Security issued by Seller and guaranteed by the Applicable Agency, and (b) Delivery of such Security by the Applicable Agency to Purchaser or its designee in exchange for the Related Participation Certificate, which Security will be purchased by a Takeout Investor. Purchaser’s willingness to purchase any Participation Certificate evidencing a beneficial interest in the Related Mortgage Loans and the other property being conveyed by it to servicing rights related thereto is at the Trustee for inclusion sole discretion of Purchaser and based on Purchaser’s expectation, in reliance upon Seller’s representations and warranties herein, that (a) such Mortgage Loans in the Trust Fundaggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security, (b) such Mortgage Loans are sufficient for Seller to issue and the Applicable Agency to guarantee the Security, (c) such Security will be issued in the amount and with the terms described in the related Takeout Commitment, (d) Purchaser’s broker-dealer affiliate, Barclays Capital Inc. (“BCI”) will receive Delivery of such Security on the specified Anticipated Delivery Date on behalf of Purchaser, and (e) such Security will be purchased by the related Takeout Investor. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund The amount of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans Purchase Price and the issuance Completion Fee to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made be paid by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein Purchaser to Seller with respect to each Participation Certificate will be calculated on the expectation of Purchaser, based upon the representations and warranties of Seller herein, that Purchaser or BCI, on behalf of Purchaser, will receive Delivery of the Security to be backed by the Related Mortgage Loans on the specified Anticipated Delivery Date, that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the other property constituting Related Mortgage Loans considered as a whole and that the Trust Fund are related Takeout Investor will purchase the Security from Purchaser or BCI, on behalf of Purchaser. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Purchaser expects to rely entirely upon Seller (or its designated subservicer) to subservice the Related Mortgage Loans for the benefit of Purchaser, it being acknowledged that the Holders from time to time continued effectiveness of Seller’s (or such subservicer’s) Approvals during such period constitutes an essential factor in the calculation by Agent of the Certificates. The Depositor, the Master Servicer Purchase Price and the Securities Administrator are entering into this Agreement, Completion Fee paid to Seller for the Related Participation Certificate and that loss of such Approvals by Seller would result in a material decrease in the market value of the Participation Certificate and the Trustee is accepting Related Mortgage Loans considered as a whole. In consideration of the trust created hereby, for good mutual promises and valuable consideration, agreements herein contained the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" parties hereto as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Loans Initial Mortgage Loans, the Pre-Funding Amount and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of (i) the Pre-Funding Accounts, (ii) the Capitalized Interest Account, (iii) the Basis Risk Reserve Fund, and (iv) the Cap Agreements (collectively, the “Excluded Trust Property”) be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, and such segregated pool of assets shall be designated REMIC 3; REMIC 3 also being referred to as "REMIC I." Component R-1 of the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificates and the Class R Certificate shall represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 14 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-SIO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class Class of "residual interests" interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Cap Counterparty and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust, (v) the Class A4 Cap Agreement, (vi) the Class A4 Cap Account, (vii) the Final Maturity Reserve Fund and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CER Certificate, Class P and Class R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool of assets shall be designated as "the Excluded Trust Assets. The startup day for each REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, Seller in the Master Servicer, Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Securities Administrator Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer Depositor and the Securities Administrator Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool of assets consisting Trust Fund (exclusive of the Loans Additional Collateral and other related assets (other than held in the Basis Risk Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and such segregated pool the "Upper Tier REMIC," respectively). The Certificates, other than the Class A-R Certificate, shall represent ownership of assets shall be designated as "REMIC I." Component R-1 regular interests in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned for federal income tax purposes by the owners of the Interest-Only Certificates. The Class A-R Certificate shall represent represents the sole class of "residual interests" interest in the Upper Tier REMIC I and the sole class of residual interest in the Lower Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in the Lower Tier REMIC. The Lower Tier REMIC shall hold as its assets the property of the Trust Fund other than the Lower Tier REMIC Interests, the Basis Risk Reserve Fund and the Additional Collateral. Each Certificate, other than the Class A-R Certificate, the Class X-B Certificates and the portion of the LIBOR Certificates representing the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Each Component, other than any portion thereof deemed to represent the designationobligation to make payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as a regular interest in the Uncertificated Upper Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" REMIC Provisions. Each Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC for each purposes of the Uncertificated REMIC I Regular InterestsProvisions. None The Class LTR Interest is hereby designated as the sole class of residual interest in the Lower Tier REMIC for purposes of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________REMIC

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a ProspectusProspectus Supplement dated December 14, dated January 28, 2004, and 2006 to a Prospectus Supplementdated May 19, dated February 24, 2004 of the Depositor 2006 (together, the "“Prospectus"”). The Trust Fund created hereunder is intended to be the "“Trust" ” as described in the Prospectus and the Certificates are intended to be the "“Certificates" ” described therein. REMIC I ------- As provided herein, the The Trustee shall elect to treat the segregated pool that each of assets consisting REMIC I, REMIC II, REMIC III and REMIC IV be treated as a REMIC under Section 860D of the Loans and other related Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund) in , the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesCarryover Reserve Fund, the Cap Account and the Swap Account), any REO Property, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Master REMIC”). The Class R Certificate shall represent ownership of the sole class of "residual interests" interest in each REMIC I for purposes of the REMIC Provisions under federal income tax lawformed hereby. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "“latest possible maturity date" ” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Uncertificated REMIC I Regular Interests. None of Trust on the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Closing Date.

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and for the benefit of the Certificate Insurer. The Depositor, the Master Servicer and Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24August 25, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 425,154,869.32 Variable(2) January July 25, 2034 LTI-IO-1 $6,809,000 12,202,800.00 Variable(2) January July 25, 2034 LTI-IO-2 $6,809,000 12,202,700.00 Variable(2) January July 25, 2034 LTI-IO-3 $6,809,000 12,202,800.00 Variable(2) January July 25, 2034 LTI-IO-4 $4,085,000 24,405,500.00 Variable(2) January July 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X P $100 Variable(2) January July 25, 2034 ________________ --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc. (the "Seller") and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, Depositor and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Upper Tier REMIC, respectively). Each Certificate, other than the Class R Certificate shall represent Certificate, represents ownership of one or more regular interests in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R Interest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund. LOWER TIER REMIC The following table irrevocably sets forth specifies the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" principal amount for each class of the Uncertificated REMIC I Regular Lower Tier Interests. None Initial Class Principal Corresponding Class Lower Tier Class Lower Tier (or Notional) of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Certificates or Designation Principal Balance Pass-Through Interest Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Amount Components ---------------- ------------- ------ ----------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer and the Securities Administrator are Depositor is entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2, and such segregated pool of assets shall be designated REMIC 3, REMIC 3 also being referred to as the "REMIC I." Component R-1 of Upper Tier REMIC"). Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R Certificate, represents an entitlement to receive payments from the Basis Risk Reserve Fund maintained by the Trustee pursuant to Section 5.06. The Class R Certificate shall represent represents ownership of the sole class of "residual interests" interest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC I 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Basis Risk Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of the Uncertificated regular interest in each REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January created hereby is March 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________2033.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, the Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class CEA-R Certificate, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 shall represent ownership of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described one or more regular interests in the Prospectus and the Certificates are intended to be the "Certificates" described therein. Upper-Tier REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Aggregate Pool I Pass(except for any related Additional Collateral). Lower-Through Rate, Tier REMIC 2 shall hold as assets all property of the initial Uncertificated Principal Balance, and solely Trust Fund relating to Pool 6 (except for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiiany related Additional Collateral), . Each Lower-Tier REMIC 1 Interest (other than the "Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(21 B-1 (0.1% of SP Group 1) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2(1) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(01 C-1 (Excess of Group 1) Xxxxxxx 00, 0000 XXX-X $100 Variable(2(1) January 25, 2034 _______________(2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. .On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the Certificates. Trust Fund.The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. .All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. .The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool Trust Fund (exclusive of assets consisting of the Loans and other related assets (other than i) the Reserve Fund, (ii) in the Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Fund subject to this Agreement as multiple REMICs Property”) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and such segregated pool of assets shall be designated “REMIC 2”; REMIC 2 also being referred to as "REMIC I." Component R-1 of the “Upper Tier REMIC”).Each Certificate, other than the Class X and Class R Certificate shall represent Certificates, represents ownership of a regular interest in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions.The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 14 of the table below for such XXXXX.Xx addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06.The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and the Excluded Trust Property. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each Class of the Uncertificated REMIC I Regular 1 Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassClass LT-Through Rate Date(1A1A (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2$ 68,123,500.00 A1A Class LT-A1B (1) January 25, 2034 LTI$ 25,000,000.00 A1B Class LT-IO-1 $6,809,000 Variable(2A1C (1) January 25, 2034 LTI$ 925,000.00 A1C Class LT-IO-2 $6,809,000 Variable(2A2 (1) January 25, 2034 LTI$ 24,093,500.00 A2 Class LT-IO-3 $6,809,000 Variable(2A3A (1) January 25, 2034 LTI$ 25,000,000.00 A3A Class LT-IO-4 $4,085,000 Variable(2A3B (1) January 25, 2034 LTI$ 925,000.00 A3B Class LT-IO-5 $9,533,000 Xxxxxxxx(0A3C (1) Xxxxxxx 00, 0000 XXX$ 2,500,000.00 A3C Class LT-X $100 Variable(2A4 (1) January 25, 2034 _______________$ 18,152,500.00 A4 Class LT-A5 (1) $ 8,372,000.00 A5 Class LT-A6A (1) $ 10,000,000.00 A6A Class LT-A6B (1) $ 8,932,500.00 A6B Class LT-A6C (1) $ 300,000.00 A6C Class LT-M1 (1) $ 5,168,500.00 M1 Class LT-M2 (1) $ 795,000.00 M2 Class LT-M3 (1) $ 497,000.00 M3 Class LT-Q (1) $ 198,784,660.61 N/A Class LT-R (2) (2) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Lower-Tier REMIC 2” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class A-R Certificate Certificate, shall represent ownership of one or more regular interests in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in Lower-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Aggregate Pool I Pass(except for any related Excluded Trust Property). Lower-Through Rate, Tier REMIC 2 shall hold as assets all property of the initial Uncertificated Principal Balance, and solely Trust Fund relating to Aggregate Pool II (except for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiiany related Excluded Trust Property), . Each Lower-Tier REMIC 1 Interest (other than the "Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificated. Initial Uncertificated Uncertified shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Assumed Final Maturity Designation Interests Initial Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(1) January 25, 2034 LTI(2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-IO-1 $6,809,000 Variable(2A-R (3) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(3) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 N/A ________________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer and Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium, (ix) any FPD Premium, (x) the Final Maturity Reserve Trust, (xi) the Final Maturity Reserve Account and (xii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of assets 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 Latest Possible Maturity Date. REMIC 1 shall be issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as "a regular interest in REMIC I." Component R-1 of 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate Certificate, which shall represent the sole class of "residual interests" interest in REMIC I for purposes 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC Provisions under federal income tax law1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Securities Administrator shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Securities Administrator shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Securities Administrator shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 2, each of which (other than the Uncertificated Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 2 (the “REMIC 2 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT2-Through Rate Date(1A $ 70,416,968.17 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT2-F1 $ 19,110,500.00 (2) January 25, 2034 LTILT2-IO-1 $6,809,000 Variable(2V1 $ 19,110,500.00 (3) January 25, 2034 LTILT2-IO-2 $6,809,000 Variable(2F2 $ 18,543,000.00 (2) January 25, 2034 LTILT2-IO-3 $6,809,000 Variable(2V2 $ 18,543,000.00 (3) January 25, 2034 LTILT2-IO-4 $4,085,000 Variable(2F3 $ 17,992,000.00 (2) January 25, 2034 LTILT2-IO-5 $9,533,000 Xxxxxxxx(0V3 $ 17,992,000.00 (3) Xxxxxxx 00, 0000 XXXLT2-X $100 Variable(2F4 $ 17,458,000.00 (2) January 25, 2034 _______________LT2-V4 $ 17,458,000.00 (3) LT2-F5 $ 16,939,000.00 (2) LT2-V5 $ 16,939,000.00 (3) LT2-F6 $ 16,435,500.00 (2) LT2-V6 $ 16,435,500.00 (3) LT2-F7 $ 15,947,000.00 (2) LT2-V7 $ 15,947,000.00 (3) LT2-F8 $ 15,471,500.00 (2) LT2-V8 $ 15,471,500.00 (3) LT2-F9 $ 15,012,500.00 (2) LT2-V9 $ 15,012,500.00 (3) LT2-F10 $ 14,565,500.00 (2) LT2-V10 $ 14,565,500.00 (3) LT2-F11 $ 14,133,000.00 (2) LT2-V11 $ 14,133,000.00 (3) LT2-F12 $ 13,712,000.00 (2) LT2-V12 $ 13,712,000.00 (3) LT2-F13 $ 15,634,000.00 (2) LT2-V13 $ 15,634,000.00 (3) LT2-F14 $ 17,179,000.00 (2) LT2-V14 $ 17,179,000.00 (3) LT2-F15 $ 16,975,500.00 (2) LT2-V15 $ 16,975,500.00 (3) LT2-F16 $ 16,742,000.00 (2) LT2-V16 $ 16,742,000.00 (3) LT2-F17 $ 16,480,000.00 (2) LT2-V17 $ 16,480,000.00 (3) LT2-F18 $ 16,193,500.00 (2) LT2-V18 $ 16,193,500.00 (3) LT2-F19 $ 15,881,000.00 (2) LT2-V19 $ 15,881,000.00 (3) LT2-F20 $ 15,546,500.00 (2) LT2-V20 $ 15,546,500.00 (3) LT2-F21 $ 15,190,000.00 (2) LT2-V21 $ 15,190,000.00 (3) LT2-F22 $ 14,815,000.00 (2) LT2-V22 $ 14,815,000.00 (3) LT2-F23 $ 51,052,500.00 (2) LT2-V23 $ 51,052,500.00 (3) LT2-F24 $ 27,438,000.00 (2) LT2-V24 $ 27,438,000.00 (3) LT2-F25 $ 23,982,500.00 (2) LT2-V25 $ 23,982,500.00 (3) LT2-F26 $ 18,232,500.00 (2) LT2-V26 $ 18,232,500.00 (3) LT2-F27 $ 14,215,500.00 (2) LT2-V27 $ 14,215,500.00 (3) LT2-F28 $ 11,286,000.00 (2) LT2-V28 $ 11,286,000.00 (3) LT2-F29 $ 9,078,500.00 (2) LT2-V29 $ 9,078,500.00 (3) LT2-F30 $ 7,369,000.00 (2) LT2-V30 $ 7,369,000.00 (3) LT2-F31 $ 6,015,000.00 (2) LT2-V31 $ 6,015,000.00 (3) LT2-F32 $ 4,921,500.00 (2) LT2-V32 $ 4,921,500.00 (3) LT2-F33 $ 4,679,500.00 (2) LT2-V33 $ 4,679,500.00 (3) LT2-F34 $ 4,448,500.00 (2) LT2-V34 $ 4,448,500.00 (3) LT2-F35 $ 4,230,500.00 (2) LT2-V35 $ 4,230,500.00 (3) LT2-F36 $ 4,023,000.00 (2) LT2-V36 $ 4,023,000.00 (3) LT2-F37 $ 3,826,000.00 (2) LT2-V37 $ 3,826,000.00 (3) LT2-F38 $ 3,638,000.00 (2) LT2-V38 $ 3,638,000.00 (3) LT2-F39 $ 3,460,500.00 (2) LT2-V39 $ 3,460,500.00 (3) LT2-F40 $ 3,290,000.00 (2) LT2-V40 $ 3,290,000.00 (3) LT2-F41 $ 3,129,000.00 (2) LT2-V41 $ 3,129,000.00 (3) LT2-F42 $ 2,976,500.00 (2) LT2-V42 $ 2,976,500.00 (3) LT2-F43 $ 2,828,500.00 (2) LT2-V43 $ 2,828,500.00 (3) LT2-F44 $ 2,691,500.00 (2) LT2-V44 $ 2,691,500.00 (3) LT2-F45 $ 2,559,000.00 (2) LT2-V45 $ 2,559,000.00 (3) LT2-F46 $ 2,433,500.00 (2) LT2-V46 $ 2,433,500.00 (3) LT2-F47 $ 2,314,500.00 (2) LT2-V47 $ 2,314,500.00 (3) LT2-F48 $ 2,200,500.00 (2) LT2-V48 $ 2,200,500.00 (3) LT2-F49 $ 2,093,500.00 (2) LT2-V49 $ 2,093,500.00 (3) LT2-F50 $ 1,989,500.00 (2) LT2-V50 $ 1,989,500.00 (3) LT2-F51 $ 1,892,500.00 (2) LT2-V51 $ 1,892,500.00 (3) LT2-F52 $ 1,800,000.00 (2) LT2-V52 $ 1,800,000.00 (3) LT2-F53 $ 1,711,000.00 (2) LT2-V53 $ 1,711,000.00 (3) LT2-F54 $ 1,628,000.00 (2) LT2-V54 $ 1,628,000.00 (3) LT2-F55 $ 1,547,000.00 (2) LT2-V55 $ 1,547,000.00 (3) LT2-F56 $ 1,472,500.00 (2) LT2-V56 $ 1,472,500.00 (3) LT2-F57 $ 1,400,500.00 (2) LT2-V57 $ 1,400,500.00 (3) LT2-F58 $ 1,335,500.00 (2) LT2-V58 $ 1,335,500.00 (3) LT2-F59 $ 25,723,000.00 (2) LT2-V59 $ 25,723,000.00 (3) LT2-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, elections shall be made in accordance with the Trustee shall elect to treat provisions of Section 10.01 that the segregated pool of assets consisting of the Loans and other related assets Trust Fund (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) in the Trust Fund subject rights to this Agreement as multiple REMICs receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums) be treated for federal income tax purposespurposes as comprising nine real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “SWAP REMIC,” “REMIC I-1,” “REMIC I-2,” “REMIC I-3,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC III-1” and such segregated pool of assets shall be designated as "“REMIC I." Component R-1 of III-2”). Each Group I Certificate and the Class R X Certificate shall represent the sole class represents ownership of "residual interests" one or more regular interests in REMIC I I-3 for purposes of the REMIC Provisions under federal income tax lawProvisions. In addition, each Group I Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class I Shortfalls. In addition, the Class X Certificates represent the right to receive FPD Premiums with respect to Pool 1. The Class R-I Certificate represents ownership of the sole Class of residual interest in each of the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC I-3 for purposes of the REMIC Provisions. Each Group II Certificate (other than the Class R-II Certificate) represents ownership of regular interests in REMIC II-3 for purposes of the REMIC Provisions. In addition, the Class 3-AX Certificates represent the right to receive FPD Premiums with respect to Pool 3. The Class R-II Certificate represents ownership of the sole Class of residual interest in each of REMIC II-1, REMIC II-2 and REMIC II-3. Each Group III Certificate (other than the Class R-III Certificate) represents ownership of regular interests in REMIC III-2 for purposes of the REMIC Provisions. In addition, the Class 4-AX Certificates represent the right to receive FPD Premiums with respect to Pool 4. The Class R-III Certificate represents ownership of the sole Class of residual interest in each of REMIC III-1 and REMIC III-2. REMIC I-3 shall hold as its assets the classes of REMIC I-2 Regular Interests and the REMIC I-2 Regular Interests are hereby designated as regular interests in REMIC I-2. REMIC I-2 shall hold as its assets the classes of REMIC I-1 Regular Interests and the REMIC I-1 Regular Interests are hereby designated as regular interests in REMIC I-1. REMIC I-1 shall hold as its assets the classes of SWAP REMIC Regular Interests and the SWAP REMIC Regular Interests are hereby designated as regular interests in the SWAP REMIC. The SWAP REMIC shall hold as its assets the property of the Trust Fund related to Pool 1 other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and the 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums. The following table irrevocably sets forth (or describes) the designationClass designations, the Uncertificated REMIC I Pass-Through Rate, the interest rate and initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" principal amount for each Class of the Uncertificated SWAP REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. : Class Designation Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassInterest Rate SW-Through Rate Date(1Z $15,433,580.220 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 SW2A $238,313,120 Variable(27,403,217.000 (2) January 25, 2034 LTISW2B $7,403,217.000 (3) SW3A $7,141,771.000 (2) SW3B $7,141,771.000 (3) SW4A $6,889,555.500 (2) SW4B $6,889,555.500 (3) SW5A $6,646,245.000 (2) SW5B $6,646,245.000 (3) SW6A $6,411,525.500 (2) SW6B $6,411,525.500 (3) SW7A $6,185,093.000 (2) SW7B $6,185,093.000 (3) SW8A $5,966,655.000 (2) SW8B $5,966,655.000 (3) SW9A $5,755,930.500 (2) SW9B $5,755,930.500 (3) SW10A $5,552,645.500 (2) SW10B $5,552,645.500 (3) SW11A $5,489,764.500 (2) SW11B $5,489,764.500 (3) SW12A $5,162,474.500 (2) SW12B $5,162,474.500 (3) SW13A $5,884,195.000 (2) SW13B $5,884,195.000 (3) SW14A $5,638,631.500 (2) SW14B $5,638,631.500 (3) SW15A $5,403,315.500 (2) SW15B $5,403,315.500 (3) SW16A $5,267,367.500 (2) SW16B $5,267,367.500 (3) SW17A $4,957,955.500 (2) SW17B $4,957,955.500 (3) SW18A $4,751,041.000 (2) SW18B $4,751,041.000 (3) SW19A $4,697,512.000 (2) SW19B $4,697,512.000 (3) SW20A $4,356,721.000 (2) SW20B $4,356,721.000 (3) SW21A $4,174,894.000 (2) SW21B $4,174,894.000 (3) SW22A $4,030,379.000 (2) SW22B $4,030,379.000 (3) SW23A $4,067,156.000 (2) SW23B $4,067,156.000 (3) SW24A $3,662,613.500 (2) SW24B $3,662,613.500 (3) SW25A $4,091,816.500 (2) SW25B $4,091,816.500 (3) SW26A $3,892,707.500 (2) SW26B $3,892,707.500 (3) SW27A $3,750,272.000 (2) SW27B $3,750,272.000 (3) SW28A $3,520,795.500 (2) SW28B $3,520,795.500 (3) SW29A $3,349,468.000 (2) SW29B $3,349,468.000 (3) SW30A $3,224,622.000 (2) SW30B $3,224,622.000 (3) SW31A $3,029,561.000 (2) SW31B $3,029,561.000 (3) SW32A $2,882,134.500 (2) SW32B $2,882,134.500 (3) SW33A $3,225,297.500 (2) SW33B $3,225,297.500 (3) SW34A $5,014,816.500 (2) SW34B $5,014,816.500 (3) SW35A $4,062,001.000 (2) SW35B $4,062,001.000 (3) SW36A $2,352,821.000 (2) SW36B $2,352,821.000 (3) SW37A $2,028,460.000 (2) SW37B $2,028,460.000 (3) SW38A $1,929,754.500 (2) SW38B $1,929,754.500 (3) SW39A $1,835,850.500 (2) SW39B $1,835,850.500 (3) SW40A $1,746,515.500 (2) SW40B $1,746,515.500 (3) SW41A $1,661,527.500 (2) SW41B $1,661,527.500 (3) SW42A $1,580,674.000 (2) SW42B $1,580,674.000 (3) SW43A $1,503,754.500 (2) SW43B $1,503,754.500 (3) SW44A $1,430,577.500 (2) SW44B $1,430,577.500 (3) SW45A $1,360,961.500 (2) SW45B $1,360,961.500 (3) SW46A $1,294,732.500 (2) SW46B $1,294,732.500 (3) SW47A $1,318,734.500 (2) SW47B $1,318,734.500 (3) SW48A $1,167,429.500 (2) SW48B $1,167,429.500 (3) SW49A $1,110,622.500 (2) SW49B $1,110,622.500 (3) SW50A $1,056,578.500 (2) SW50B $1,056,578.500 (3) SW51A $1,005,165.000 (2) SW51B $1,005,165.000 (3) SW52A $982,398.500 (2) SW52B $982,398.500 (3) SW53A $958,354.000 (2) SW53B $958,354.000 (3) SW54A $861,816.000 (2) SW54B $861,816.000 (3) SW55A $819,878.500 (2) SW55B $819,878.500 (3) SW56A $854,711.000 (2) SW56B $854,711.000 (3) SW57A $1,129,931.500 (2) SW57B $1,129,931.500 (3) SW58A $14,040,610.000 (2) SW58B $14,040,610.000 (3) SW-IO-1 $6,809,000 Variable(2R (4) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________(4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising [ ] real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “[ ] REMIC [ ]” and such segregated pool of assets shall be designated as "“[ ] REMIC I." Component R-1 of [ ]”). Each Certificate related to the Aggregate Pool, other than the Class R Certificate [ ] Certificate, shall represent the sole class ownership of "residual interests" a regular interest in [ ] REMIC I [ ] for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class [ ] Certificate represents ownership of the designation, sole class of residual interest in the Uncertificated [ ] REMIC. The [ ] REMIC I Passshall hold as assets the several classes of uncertificated Lower-Through Rate, Tier Interests in [ ] REMIC [ ] (other than the initial Uncertificated Principal Balance, and solely Class [ ] Interest). [ ] REMIC [ ] shall hold as assets all property of the Trust Fund relating to [ ] Interest the Aggregate Pool (except for purposes any related Excluded Trust Property). The uncertificated Class Interest represents ownership of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "sole class of residual interest in [ ] REMIC [ ]. The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The [ ] REMIC I Regular Interests. None of the Uncertificated REMIC I [ ] Regular Interests will be certificated. shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC [ ] Interests Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Amount Pass-Through Rate Date(1Corresponding Mortgage Pool [ ] (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2[ ] [ ] (1) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2[ ] [ ] (1) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0[ ] [ ] (1) Xxxxxxx 00, 0000 XXX-X $100 Variable(2(2) January 25, 2034 _______________[ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (3) (3) [ ]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer Servicer, the Trust Oversight Manager and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of the Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier” or “Master” REMIC”). Each Certificate, other than the Class A-R Certificate Certificate, shall represent ownership of one or more regular interests in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table irrevocably sets forth Class A-R Certificate represents ownership of the designationsole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in the Lower-Tier REMIC (other than the Class LT-R Interest) and the Class A-R Reserve Fund. The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for any Excluded Trust Property and the Class A-R Reserve Fund). Each Lower-Tier REMIC Interest (other than the Class LT-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC (each, the Uncertificated a “Lower-Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iiiRegular Interest”), the ". The latest possible maturity date" for each date of all REMIC regular interests created in this Agreement shall be the Uncertificated Latest Possible Maturity Date. The Lower-Tier REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. shall have the initial principal amounts and pass-through rates as set forth in the following table: REMIC Interests Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Amount Pass-Through Rate Date(1Corresponding Class of Certificates LT-A1A (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2(2) January 25, 2034 LTIA-1-IO-1 $6,809,000 Variable(2A LT-A1B (1) January 25, 2034 LTI(2) A-1-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________B

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat that the segregated pool Trust Fund (exclusive of assets consisting of the Loans and other related assets (other than i) the Reserve Fund, (ii) in the Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Fund subject to this Agreement as multiple REMICs Property”) be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and such segregated pool of assets shall be designated “REMIC 2”; REMIC 2 also being referred to as "REMIC I." Component R-1 of the “Upper Tier REMIC”). Each Certificate, other than the Class X and Class R Certificate shall represent Certificates, represents ownership of a regular interest in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and the Excluded Trust Property. The following table irrevocably sets forth (or describes) the Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each Class of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Lower Tier Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund of the Loans and certain other assets and will be the owner of relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator Administrator, the Servicers and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator, the Servicers and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee Securities Administrator shall elect to treat that the segregated pool of assets Trust Fund be treated for federal income tax purposes as consisting of (i) three real estate mortgage investment conduits, (ii) the Loans right to receive payments distributable to the Class P Certificates, (iii) the Corridor Contract and other related the Corridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement and the Cap Contract. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the Reserve Fundassets described in clauses (ii), (iii), (iv) and (v) above, other than the SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Trust Fund subject to this Agreement SWAP REMIC) and the Class SWR Interest as multiple REMICs for federal income tax purposes, the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and such segregated pool will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of assets shall the Lower Tier REMIC Regular Interests and will be designated evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "REMIC I.residual interest" Component R-1 in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class R Certificate shall represent SWR Interest, the sole class of "residual interests" in REMIC I for purposes of Class LTR Interest and the REMIC Provisions under federal income tax lawResidual Interest. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each federal income tax purposes of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests all interests created hereby will be certificatedthe Latest Possible Maturity Date. THE SWAP REMIC The following table sets forth the designations, initial principal balances and interest rates for each interest in the SWAP REMIC: Class Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance PassInterest Rate ------ ------------------------- ------------- SW-Through Rate Date(1Z $35,890,698.240 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 SW-1A $ 3,476,927.500 (2) SW-1B $ 3,476,927.500 (3) SW-2A $ 3,205,483.000 (2) SW-2B $ 3,205,483.000 (3) SW-3A $ 3,793,586.500 (2) SW-3B $ 3,793,586.500 (3) SW-4A $ 5,437,897.000 (2) SW-4B $ 5,437,897.000 (3) SW-5A $ 5,668,133.500 (2) SW-5B $ 5,668,133.500 (3) SW-6A $ 5,819,374.000 (2) SW-6B $ 5,819,374.000 (3) SW-7A $ 5,843,266.000 (2) SW-7B $ 5,843,266.000 (3) SW-8A $ 5,684,886.500 (2) SW-8B $ 5,684,886.500 (3) SW-9A $ 5,361,403.000 (2) SW-9B $ 5,361,403.000 (3) SW-10A $ 4,632,018.000 (2) SW-10B $ 4,632,018.000 (3) SW-11A $ 4,235,820.000 (2) SW-11B $ 4,235,820.000 (3) SW-12A $ 3,767,356.500 (2) SW-12B $ 3,767,356.500 (3) SW-13A $ 3,531,590.000 (2) SW-13B $ 3,531,590.000 (3) SW-14A $ 3,042,967.500 (2) SW-14B $ 3,042,967.500 (3) SW-15A $238,313,120 Variable(219,318,703.500 (2) January 25, 2034 LTI-IO-1 SW-15B $6,809,000 Variable(219,318,703.500 (3) January 25, 2034 LTI-IO-2 SW-16A $ 3,046,741.000 (2) SW-16B $ 3,046,741.000 (3) SW-17A $ 3,698,447.000 (2) SW-17B $ 3,698,447.000 (3) XX-00X $ 3,401,182.000 (2) SW-18B $ 3,401,182.000 (3) SW-19A $ 3,185,965.500 (2) SW-19B $ 3,185,965.500 (3) SW-20A $ 4,406,817.000 (2) SW-20B $ 4,406,817.000 (3) SW-21A $ 2,852,665.000 (2) SW-21B $ 2,852,665.000 (3) SW-22A $ 2,418,965.500 (2) SW-22B $ 2,418,965.500 (3) SW-23A $ 2,299,973.000 (2) SW-23B $ 2,299,973.000 (3) SW-24A $ 2,071,534.000 (2) SW-24B $ 2,071,534.000 (3) SW-25A $ 1,885,178.500 (2) SW-25B $ 1,885,178.500 (3) SW-26A $ 1,616,726.500 (2) SW-26B $ 1,616,726.500 (3) SW-27A $ 1,625,724.500 (2) SW-27B $ 1,625,724.500 (3) SW-28A $ 2,136,745.000 (2) SW-28B $ 2,136,745.000 (3) SW-29A $ 2,245,742.500 (2) SW-29B $ 2,245,742.500 (3) SW-30A $ 9,125,921.000 (2) SW-30B $ 9,125,921.000 (3) SW-31A $ 1,324,096.000 (2) SW-31B $ 1,324,096.000 (3) SW-32A $ 1,789,258.500 (2) SW-32B $ 1,789,258.500 (3) SW-33A $ 1,722,629.000 (2) SW-33B $ 1,722,629.000 (3) SW-34A $ 1,505,770.500 (2) SW-34B $ 1,505,770.500 (3) SW-35A $ 1,526,324.500 (2) SW-35B $ 1,526,324.500 (3) SW-36A $ 1,411,795.500 (2) SW-36B $ 1,411,795.500 (3) SW-37A $ 1,368,540.000 (2) SW-37B $ 1,368,540.000 (3) SW-38A $ 1,259,701.500 (2) SW-38B $ 1,259,701.500 (3) SW-39A $ 1,359,461.500 (2) SW-39B $ 1,359,461.500 (3) SW-40A $ 1,704,297.000 (2) XX-00X $ 1,704,297.000 (3) SW-41A $ 2,243,023.000 (2) SW-41B $ 2,243,023.000 (3) SW-42A $ 2,335,806.000 (2) SW-42B $ 2,335,806.000 (3) SW-43A $ 2,362,108.500 (2) SW-43B $ 2,362,108.500 (3) SW-44A $ 2,387,769.500 (2) SW-44B $ 2,387,769.500 (3) SW-45A $ 2,370,438.000 (2) SW-45B $ 2,370,438.000 (3) SW-46A $ 2,218,489.000 (2) SW-46B $ 2,218,489.000 (3) SW-47A $ 4,218,707.500 (2) SW-47B $ 4,218,707.500 (3) SW-48A $ 4,134,838.000 (2) SW-48B $ 4,134,838.000 (3) SW-49A $ 4,061,443.000 (2) SW-49B $ 4,061,443.000 (3) SW-50A $ 3,676,073.500 (2) SW-50B $ 3,676,073.500 (3) SW-51A $ 3,178,958.500 (2) SW-51B $ 3,178,958.500 (3) SW-52A $ 2,901,561.500 (2) SW-52B $ 2,901,561.500 (3) SW-53A $ 2,493,724.500 (2) SW-53B $ 2,493,724.500 (3) SW-54A $6,809,000 Variable(214,151,692.500 (2) January 25, 2034 LTI-IO-3 SW-54B $6,809,000 Variable(214,151,692.500 (3) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2SWR (4) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________(4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Class 3-A1A Cap Agreement, (v) the obligation to this Agreement as multiple REMICs pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposespurposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and such segregated pool Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of assets the Trust Fund, other than any Excluded Trust Assets, and shall be issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests" in . Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC I for purposes of the REMIC Provisions under federal income tax lawregular interest. The following table irrevocably sets forth LT1-R Interest is hereby designated as the designation, the Uncertificated sole residual interest in Lower-Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________1.

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Asset-Backed Notes, Series 2005-1 (the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing “Notes”), issuable as provided in the aggregate the entire beneficial ownership of the Trust Fundthis Indenture. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Trust herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesNotes. The Depositor, the Master Servicer and the Securities Administrator are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than All things necessary to make this Indenture a valid agreement of the Class CE, Class P and Class R Certificates, Trust in accordance with its terms have been offered done. Subject to the terms of this Indenture, the Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 the benefit of the Depositor Noteholders and the Swap Provider, all of the Trust’s right, title and interest in and to: (togetheri) the Trust Estate; (ii) all right, title and interest of the Trust in the Sale and Servicing Agreement with respect to the Mortgage Loans (including the Trust’s right to cause the Sponsor to repurchase Mortgage Loans from the Trust under certain circumstances described therein); (iii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; (iv) all funds on deposit from time to time in (a) the Collection Account and (b) the Payment Account; (v) the Swap Agreement; (vi) all other property of the Trust from time to time; and (vii) any and all proceeds of the foregoing (collectively, the "Prospectus"“Collateral”). The Trust Fund created hereunder foregoing Grant is intended made in trust to be secure the "Trust" payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as described provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Prospectus holders of the Notes and the Certificates are intended Swap Provider, acknowledges the foregoing Grant, accepts the trusts hereunder in good faith and without notice of any adverse claim or liens and agrees to be perform its duties required in this Indenture as specifically set forth herein to the "Certificates" described therein. REMIC I ------- As provided herein, end that the Trustee shall elect to treat the segregated pool of assets consisting interests of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 holders of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax lawrelated Notes may be adequately and effectively protected. The following table irrevocably sets forth Indenture Trustee agrees and acknowledges that each item of Collateral that is physically delivered to the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests Indenture Trustee will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________held by the Indenture Trustee in California.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lxxxxx Brothers Holdings Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the Capitalized Interest Account, (iii) the rights to treat receive Prepayment Premiums distributable to the segregated pool of assets consisting of Class P Certificates, (iv) the Loans Cap Agreements and other related assets the Cap Agreement Account, (v) the Swap Agreements and the Supplemental Interest Trust. (vi) the Class X Account and (vii) the Lower Tier Interests) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “MTA SWAP REMIC,” the “Fixed Rate SWAP REMIC,” “REMIC 1” and “REMIC 2”). Each Certificate (other than the Reserve FundClass C, Class R and Class P Certificates) represents ownership of one or more regular interests in REMIC 2 for purposes of the REMIC Provisions. In addition, each LIBOR Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class I Shortfalls. In addition, each of the Class 1-A2A1 and Class 1-A3A1A Certificates represents ownership of the related Cap Agreement. The Class R Certificate represents ownership of the sole Class of residual interest in each of the MTA SWAP REMIC, the Fixed Rate SWAP REMIC, REMIC 1 and REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the several Classes of uncertificated Fixed Rate SWAP REMIC Regular Interests and each such Fixed Rate SWAP REMIC Regular Interest is hereby designated as a regular interest in the Fixed Rate SWAP REMIC. The Fixed Rate SWAP REMIC shall hold as its assets the several Classes of uncertificated MTA SWAP REMIC Regular Interests and each such MTA SWAP REMIC Regular Interest is hereby designated as a regular interest in the MTA SWAP REMIC. The MTA SWAP REMIC shall hold as its assets the property of the Trust Fund subject other than (i) the Capitalized Interest Account, (ii) the Lower Tier Interests, (iii) the Basis Risk Reserve Fund, (iv) the Cap Agreements and the Cap Agreement Account and (v) the rights to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of receive Prepayment Premiums distributable to the Class R Certificate shall represent P Certificates, (vi) the sole class of "residual interests" in Class X Account and (vii) the Swap Agreements and the Supplemental Interest Trust. The startup day for each REMIC I created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each of regular interest in each REMIC created hereby is the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Latest Possible Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________Date.

PRELIMINARY STATEMENT. The Depositor at the Closing Date Pursuant to this Indenture, there is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee five Classes of the Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust FundClass B Notes. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Owner Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesClass A Notes, as further defined herein, and the Class B Notes and the Note Insurer. The Depositor, the Master Servicer and the Securities Administrator are Owner Trustee is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than Simultaneously with the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 issuance of the Class R A Notes and the Class B Notes, there is also being issued the Certificate shall represent pursuant to the sole class of "residual interests" in REMIC I Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for purposes the benefit of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth Holders of the designationClass A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the rights, title, interest and benefits of the Owner Trustee in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all certificates of title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Uncertificated REMIC I Pass-Through RateTransfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements evidencing the Receivables; (g) the Interest Rate Swap Agreement and (h) the proceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the initial Uncertificated Principal Balanceextent provided in this Indenture, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________proceeds thereof;

PRELIMINARY STATEMENT. The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Obligations, Series 1998-NMC1, which will consist of four classes of bonds (collectively the conveyance to the Trustee of the Loans "Bonds"), designated and the issuance to the Depositor of the Certificates representing issuable as provided in the aggregate the entire beneficial ownership of the Trust Fundthis Indenture. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Issuer herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the CertificatesBonds. The Depositor, the Master Servicer and the Securities Administrator are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the trust trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than All things necessary to make this Indenture a valid agreement of the Class CE, Class P and Class R Certificates, Issuer in accordance with its terms have been offered done. Granting Clause The Issuer hereby Grants to the Indenture Trustee, for sale the exclusive benefit of the Holders of the Bonds, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Indenture Trustee pursuant to a Prospectusthe Mortgage Loan Sale Agreement, dated January 28all payments of principal received, 2004collected or otherwise recovered after the Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date whenever received and all other proceeds received in respect of such Mortgage Loans, and a Prospectus Supplementany Qualified Replacement Mortgage Loan, dated February 24(b) the Servicing Agreement, 2004 (c) the Mortgage Loan Sale Agreement, (d) the Mortgage Loan Contribution Agreement, (e) the Management Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Collection Account and the Bond Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Depositor Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Bond Account, which income shall belong to and be for the account of the Indenture Trustee), and (togetherh) all proceeds of the conversion, voluntary or involuntary, of any of the "Prospectus")foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds and to secure (x) the payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trust Fund created Indenture Trustee acknowledges such Grant, accepts the trusts hereunder is intended in accordance with the provisions of this Indenture and agrees to be perform the "Trust" as described in duties herein required to the Prospectus and end that the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting interests of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 Holders of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, Bonds may be adequately and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________effectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sellers, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by each Seller in the related Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap, (iii) the Class X Cap and (iv) the right to this Agreement as multiple REMICs receive Prepayment Premiums) be treated for federal income tax purposespurposes as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4” and such segregated pool of assets shall be designated “REMIC 5”; REMIC 5 also being referred to as "REMIC I." Component R-1 of the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, Class R Certificate shall represent and Class P Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class A-SIO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of "residual interests" interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC I 4, other than the Class LT4-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Basis Risk Cap and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis 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 Latest Possible Maturity Date. The following table irrevocably sets forth (or describes) the class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" initial principal amount for each class of the Uncertificated REMIC I Regular 1 Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC Class LT1-1A-IO(1) (1) $ 52,583,508.00 Class LT1-2A-IO(1) (1) $ 52,583,509.00 Class LT1-3A-IO(1) (1) $ 78,875,262.00 Class LT1-4A-IO(1) (1) $105,167,017.00 Class LT1-Pool 1 Assumed Final Maturity Designation Principal Balance Pass(1) $587,101,864.53 Class LT1-Through Rate Date(11A-IO(2) ----------- ----------------- ------------------- ---------------------- LTI-1 (2) $ 23,538,414.00 Class LT1-2A-IO(2) (2) $ 23,538,414.00 Class LT1-3A-IO(2) (2) $ 35,307,622.00 Class LT1-4A-IO(2) (2) $ 47,076,828.00 Class LT1-Pool 2 (2) $238,313,120 Variable(2262,845,627.88 Class LT1-R (3) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________(3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposespurposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, the Class P Certificate, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificate represents ownership of a regular interest in REMIC 2. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class Class of "residual interests" interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I 3, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions under federal income tax lawis the Closing Date. The following table irrevocably sets forth the designationIn addition, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)the REMIC Provisions, the "latest possible maturity date" date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and REMIC 4, and for purposes of the Uncertificated REMIC I Regular Interests. None interpreting the provisions of the Uncertificated Agreement concerning REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25administration set forth in Article X hereof, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________the following terms have the meanings set forth below.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Class X Account, (iv) the Class 1-A1 Cap Agreement, (v) the Swap Agreement, (vi) the Supplemental Interest Trust (vii) the obligation to this Agreement as multiple REMICs pay Class I Shortfalls, and (viii) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposespurposes as comprising seven real estate mortgage investment conduits (each, a “REMIC”). There shall be four REMICs related to Pool 1: Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and such segregated pool of assets Upper-Tier REMIC 1. There shall be three REMICs related to Pool 2: the Pooling REMIC 2, the Lower-Tier REMIC 2, and the Upper-Tier REMIC 2. Pooling REMIC 1 shall hold the assets of the Trust Fund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R-1 Certificate, which is hereby designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests" in . Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC I for purposes of the REMIC Provisions under federal income tax lawregular interest. The following table irrevocably sets forth LT1-R Interest is hereby designated as the designation, the Uncertificated sole residual interest in Lower-Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust, (v) the Group 1 Cap Agreement, (vi) the obligation to this Agreement as multiple REMICs pay Class I Shortfalls, (vii) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, and (viii) the Class X Account (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposespurposes as comprising seven real estate mortgage investment conduits (each, a “REMIC”) in two tiered structures. Specifically, Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and such segregated pool Upper-Tier REMIC 1 shall relate to Pool 1 and Pooling REMIC 2, Lower-Tier REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 2. Pooling REMIC 1 shall hold the assets of assets the Trust Fund related to Pool 1, other than any Excluded Trust Assets, and shall be issue several uncertificated interests and shall also issue the Class LT-R-1 Certificate, which is hereby designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests" in . Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC I for purposes of the REMIC Provisions under federal income tax lawregular interest. The following table irrevocably sets forth LT1-R Interest is hereby designated as the designation, the Uncertificated sole residual interest in Lower-Tier REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________1.

PRELIMINARY STATEMENT. The Depositor at On the Closing Date is Date, the Depositor will acquire the Mortgage Loans from the Seller and will be the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Loans Mortgage Loans, and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator Administrator, SPS and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer Servicer, the Securities Administrator, SPS and the Securities Administrator Trustee are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets shall will be designated as "“REMIC I." Component 1.” The Class R-1 of the Class R Certificate shall Interest will represent the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the initial Uncertificated Class Principal Amount and the Uncertificated REMIC I Pass-Through Rate, 1 Interest Rate for each of the initial Uncertificated Principal Balance, and solely “regular interests” in REMIC 1 (the “REMIC 1 Regular Interests”). None of the REMIC 1 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for ) of each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I 1 Regular Interests will be certificatedthe Latest Possible Maturity Date as defined herein. Initial Uncertificated Uncertified REMIC 1-A-1 $ 57,891,000.00 (1 Assumed Final Maturity Designation Principal Balance Pass) 2-Through Rate Date(1A-1 $ 76,000,000.00 (1 ) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(22-A-2 $ 25,333,000.00 (1 ) January 25, 2034 LTI2-IO-1 $6,809,000 Variable(2A-3 $ 10,305,000.00 (1 ) January 25, 2034 LTI2-IO-2 $6,809,000 Variable(2A-4 $ 59,711,000.00 (1 ) January 25, 2034 LTI2-IO-3 $6,809,000 Variable(2A-5 $ 19,904,000.00 (1 ) January 25, 2034 LTI1-IO-4 $4,085,000 Variable(2B $ 5,344,109.81 (1 ) January 25, 2034 LTI2-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________B $ 17,652,621.33 (1 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Swap Trust, (iv) any payments with respect to this Agreement as multiple REMICs Basis Risk or Net WAC Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposespurposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1,” “Lower-Tier REMIC 2,” “Middle-Tier REMIC 1,” and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the “Upper-Tier” or “Master REMIC”). Each Certificate, other than the Class A-R Certificate Certificate, shall represent ownership of one or more regular interests in the sole class of "residual interests" in Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC Interests in the Middle-Tier REMIC 1 (other than the Class 1-MT-R Interest) and the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 2 (other than the Class 2-LT-R Interest), the Class 1-P Reserve Fund, the Class 2-P Reserve Fund, and the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest (other than the Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”), and each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund related to Pool 1 (other than any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (each, a “Lower-Tier REMIC 1 Regular Interest”). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund related to Pool 2 (other than any related Excluded Property). Each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceprincipal balances, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the Uncertificated 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC I 1 (the “Lower-Tier REMIC 1 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT1-Through Rate Date(1F1 $ 13,140,750.62 (2) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT1-V1 $ 13,140,750.62 (3) January 25, 2034 LTILT1-IO-1 $6,809,000 Variable(2F2 $ 12,749,953.24 (2) January 25, 2034 LTILT1-IO-2 $6,809,000 Variable(2V2 $ 12,749,953.24 (3) January 25, 2034 LTILT1-IO-3 $6,809,000 Variable(2F3 $ 13,699,778.97 (2) January 25, 2034 LTILT1-IO-4 $4,085,000 Variable(2V3 $ 13,699,778.97 (3) January 25, 2034 LTILT1-IO-5 $9,533,000 Xxxxxxxx(0F4 $ 11,906,918.20 (2) Xxxxxxx 00, 0000 XXXLT1-X $100 Variable(2V4 $ 11,906,918.20 (3) January 25, 2034 LT1-F5 $ 12,998,836.05 (2) LT1-V5 $ 12,998,836.05 (3) LT1-F6 $ 11,678,936.42 (2) LT1-V6 $ 11,678,936.42 (3) LT1-F7 $ 10,497,268.96 (2) LT1-V7 $ 10,497,268.96 (3) LT1-F8 $ 12,081,540.82 (2) LT1-V8 $ 12,081,540.82 (3) LT1-F9 $ 10,564,312.41 (2) LT1-V9 $ 10,564,312.41 (3) LT1-F10 $ 9,522,957.75 (2) LT1-V10 $ 9,522,957.75 (3) LT1-F11 $ 9,243,035.14 (2) LT1-V11 $ 9,243,035.14 (3) LT1-F12 $ 8,971,334.81 (2) LT1-V12 $ 8,971,334.81 (3) LT1-F13 $ 8,707,615.38 (2) LT1-V13 $ 8,707,615.38 (3) LT1-F14 $ 9,219,600.03 (2) LT1-V14 $ 9,219,600.03 (3) LT1-F15 $ 11,628,457.10 (2) LT1-V15 $ 11,628,457.10 (3) LT1-F16 $ 9,126,565.56 (2) LT1-V16 $ 9,126,565.56 (3) LT1-F17 $ 11,257,903.22 (2) LT1-V17 $ 11,257,903.22 (3) LT1-F18 $ 8,205,141.28 (2) LT1-V18 $ 8,205,141.28 (3) LT1-F19 $ 12,463,533.34 (2) LT1-V19 $ 12,463,533.34 (3) LT1-F20 $ 8,321,465.50 (2) LT1-V20 $ 8,321,465.50 (3) LT1-F21 $ 10,289,976.97 (2) LT1-V21 $ 10,289,976.97 (3) LT1-F22 $ 6,082,021.88 (2) LT1-V22 $ 6,082,021.88 (3) LT1-F23 $ 6,436,280.97 (2) LT1-V23 $ 6,436,280.97 (3) LT1-F24 $ 5,714,105.01 (2) LT1-V24 $ 5,714,105.01 (3) LT1-F25 $ 5,546,131.75 (2) LT1-V25 $ 5,546,131.75 (3) LT1-F26 $ 6,119,873.75 (2) LT1-V26 $ 6,119,873.75 (3) LT1-F27 $ 9,781,824.28 (2) LT1-V27 $ 9,781,824.28 (3) LT1-F28 $ 5,856,292.79 (2) LT1-V28 $ 5,856,292.79 (3) LT1-F29 $ 4,742,711.76 (2) LT1-V29 $ 4,742,711.76 (3) LT1-F30 $ 8,806,937.57 (2) LT1-V30 $ 8,806,937.57 (3) LT1-F31 $ 4,665,005.44 (2) LT1-V31 $ 4,665,005.44 (3) LT1-F32 $ 9,523,120.28 (2) LT1-V32 $ 9,523,120.28 (3) LT1-F33 $ 4,457,052.50 (2) LT1-V33 $ 4,457,052.50 (3) LT1-F34 $ 12,058,763.84 (2) LT1-V34 $ 12,058,763.84 (3) LT1-F35 $ 12,260,200.43 (2) LT1-V35 $ 12,260,200.43 (3) LT1-F36 $ 3,079,700.01 (2) LT1-V36 $ 3,079,700.01 (3) LT1-F37 $ 2,989,171.77 (2) LT1-V37 $ 2,989,171.77 (3) LT1-F38 $ 2,901,302.69 (2) LT1-V38 $ 2,901,302.69 (3) LT1-F39 $ 2,816,014.67 (2) LT1-V39 $ 2,816,014.67 (3) LT1-F40 $ 2,733,231.96 (2) LT1-V40 $ 2,733,231.96 (3) LT1-F41 $ 2,652,880.99 (2) LT1-V41 $ 2,652,880.99 (3) LT1-F42 $ 2,574,890.40 (2) LT1-V42 $ 2,574,890.40 (3) LT1-F43 $ 2,499,190.86 (2) LT1-V43 $ 2,499,190.86 (3) LT1-F44 $ 2,425,715.14 (2) LT1-V44 $ 2,425,715.14 (3) LT1-F45 $ 2,354,397.93 (2) LT1-V45 $ 2,354,397.93 (3) LT1-F46 $ 2,330,531.29 (2) LT1-V46 $ 2,330,531.29 (3) LT1-F47 $ 2,216,659.19 (2) LT1-V47 $ 2,216,659.19 (3) LT1-F48 $ 2,208,348.53 (2) LT1-V48 $ 2,208,348.53 (3) LT1-F49 $ 2,086,516.45 (2) LT1-V49 $ 2,086,516.45 (3) LT1-F50 $ 2,542,973.71 (2) LT1-V50 $ 2,542,973.71 (3) LT1-F51 $ 5,045,640.14 (2) LT1-V51 $ 5,045,640.14 (3) LT1-F52 $ 1,801,405.83 (2) LT1-V52 $ 1,801,405.83 (3) LT1-F53 $ 6,501,945.45 (2) LT1-V53 $ 6,501,945.45 (3) LT1-F54 $ 2,602,835.34 (2) LT1-V54 $ 2,602,835.34 (3) LT1-F55 $ 1,575,950.80 (2) LT1-V55 $ 1,575,950.80 (3) LT1-F56 $ 11,238,654.65 (2) LT1-V56 $ 11,238,654.65 (3) LT1-F57 $ 1,797,873.74 (2) LT1-V57 $ 1,797,873.74 (3) LT1-F58 $ 16,870,197.43 (2) LT1-V58 $ 16,870,197.43 (3) LT1-F59 $ 18,826,784.25 (2) LT1-V59 $ 18,826,784.25 (3) 1-LT-R (1) (1) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lehman Brothers Bank, FSB and Lehman Capital, A Division of Lehman Xxxxxers Holdings, Inc. (collxxxxxxly the "Seller"), and at the Closing xxx Xlosing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Securities Administrator and the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in that the Trust Fund subject to this Agreement as multiple REMICs be treated for federal income tax purposespurposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Upper Tier REMIC, respectively). Each Certificate, other than the Class R Certificate shall represent Certificate, represents ownership of one or more regular interests in the sole class of "residual interests" in Upper Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R Interest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier Interests. Lower Tier REMIC The following table irrevocably sets forth specifies the class designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balanceinterest rate, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" principal amount for each class of the Uncertificated REMIC I Regular Lower Tier Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain the other assets and will be property constituting the owner of the CertificatesTrust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trust Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunderAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v), the Supplemental Interest Trust and (vi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class CE, Class P R and Class LT-R Certificates, have been offered represents ownership of a regular interest in the Upper Tier REMIC for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 purposes of the Depositor (togetherREMIC Provisions. In addition, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided hereineach Certificate, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposesother than the Lower Tier Interests in REMIC 1, REMIC 2, and such segregated pool REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of assets 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 Latest Possible Maturity Date. REMIC 1 shall be issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as "a regular interest in REMIC I." Component R-1 of 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate Certificate, which shall represent the sole class of "residual interests" interest in REMIC I for purposes 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC Provisions under federal income tax law1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The following table irrevocably sets forth the designationdesignations, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, principal balances and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" interest rates for each interest in REMIC 2, each of which (other than the Uncertificated Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC I 2 (the “REMIC 2 Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass”): LT2-Through Rate Date(1A $ 15,573,561.46 (1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2LT2-F1 $ 7,512,000.00 (2) January 25, 2034 LTILT2-IO-1 $6,809,000 Variable(2V1 $ 7,512,000.00 (3) January 25, 2034 LTILT2-IO-2 $6,809,000 Variable(2F2 $ 7,247,000.00 (2) January 25, 2034 LTILT2-IO-3 $6,809,000 Variable(2V2 $ 7,247,000.00 (3) January 25, 2034 LTILT2-IO-4 $4,085,000 Variable(2F3 $ 6,991,500.00 (2) January 25, 2034 LTILT2-IO-5 $9,533,000 Xxxxxxxx(0V3 $ 6,991,500.00 (3) Xxxxxxx 00, 0000 XXXLT2-X $100 Variable(2F4 $ 6,745,000.00 (2) January 25, 2034 LT2-V4 $ 6,745,000.00 (3) LT2-F5 $ 6,507,000.00 (2) LT2-V5 $ 6,507,000.00 (3) LT2-F6 $ 6,278,000.00 (2) LT2-V6 $ 6,278,000.00 (3) LT2-F7 $ 6,056,500.00 (2) LT2-V7 $ 6,056,500.00 (3) LT2-F8 $ 5,842,500.00 (2) LT2-V8 $ 5,842,500.00 (3) LT2-F9 $ 5,637,000.00 (2) LT2-V9 $ 5,637,000.00 (3) LT2-F10 $ 5,438,000.00 (2) LT2-V10 $ 5,438,000.00 (3) LT2-F11 $ 6,772,500.00 (2) LT2-V11 $ 6,772,500.00 (3) LT2-F12 $ 7,970,500.00 (2) LT2-V12 $ 7,970,500.00 (3) LT2-F13 $ 7,523,000.00 (2) LT2-V13 $ 7,523,000.00 (3) LT2-F14 $ 7,100,500.00 (2) LT2-V14 $ 7,100,500.00 (3) LT2-F15 $ 6,702,000.00 (2) LT2-V15 $ 6,702,000.00 (3) LT2-F16 $ 6,326,000.00 (2) LT2-V16 $ 6,326,000.00 (3) LT2-F17 $ 5,971,000.00 (2) LT2-V17 $ 5,971,000.00 (3) LT2-F18 $ 5,636,000.00 (2) LT2-V18 $ 5,636,000.00 (3) LT2-F19 $ 5,319,500.00 (2) LT2-V19 5,319,500.00 (3) LT2-F20 $ 5,021,000.00 (2) LT2-V20 $ 5,021,000.00 (3) LT2-F21 $ 14,742,500.00 (2) LT2-V21 $ 14,742,500.00 (3) LT2-F22 $ 10,191,500.00 (2) LT2-V22 $ 10,191,500.00 (3) LT2-F23 $ 7,468,500.00 (2) LT2-V23 $ 7,468,500.00 (3) LT2-F24 $ 5,677,500.00 (2) LT2-V24 $ 5,677,500.00 (3) LT2-F25 $ 4,425,000.00 (2) LT2-V25 $ 4,425,000.00 (3) LT2-F26 $ 3,513,000.00 (2) LT2-V26 $ 3,513,000.00 (3) LT2-F27 $ 2,824,500.00 (2) LT2-V27 $ 2,824,500.00 (3) LT2-F28 $ 2,291,500.00 (2) LT2-V28 $ 2,291,500.00 (3) LT2-F29 $ 2,144,000.00 (2) LT2-V29 $ 2,144,000.00 (3) LT2-F30 $ 2,006,000.00 (2) LT2-V30 $ 2,006,000.00 (3) LT2-F31 $ 1,876,500.00 (2) LT2-V31 $ 1,876,500.00 (3) LT2-F32 $ 1,756,000.00 (2) LT2-V32 $ 1,756,000.00 (3) LT2-F33 $ 1,643,000.00 (2) LT2-V33 $ 1,643,000.00 (3) LT2-F34 $ 1,537,500.00 (2) LT2-V34 $ 1,537,500.00 (3) LT2-F35 $ 1,438,000.00 (2) LT2-V35 $ 1,438,000.00 (3) LT2-F36 $ 1,346,000.00 (2) LT2-V36 $ 1,346,000.00 (3) LT2-F37 $ 1,259,000.00 (2) LT2-V37 $ 1,259,000.00 (3) LT2-F38 $ 1,178,000.00 (2) LT2-V38 $ 1,178,000.00 (3) LT2-F39 $ 1,102,000.00 (2) LT2-V39 $ 1,102,000.00 (3) LT2-F40 $ 1,031,000.00 (2) LT2-V40 $ 1,031,000.00 (3) LT2-F41 $ 965,000.00 (2) LT2-V41 $ 965,000.00 (3) LT2-F42 $ 902,500.00 (2) LT2-V42 $ 902,500.00 (3) LT2-F43 $ 844,500.00 (2) LT2-V43 $ 844,500.00 (3) LT2-F44 $ 790,500.00 (2) LT2-V44 $ 790,500.00 (3) LT2-F45 $ 739,500.00 (2) LT2-V45 $ 739,500.00 (3) LT2-F46 $ 691,500.00 (2) LT2-V46 $ 691,500.00 (3) LT2-F47 $ 647,000.00 (2) LT2-V47 $ 647,000.00 (3) LT2-F48 $ 606,000.00 (2) LT2-V48 $ 606,000.00 (3) LT2-F49 $ 566,500.00 (2) LT2-V49 $ 566,500.00 (3) LT2-F50 $ 530,000.00 (2) LT2-V50 $ 530,000.00 (3) LT2-F51 $ 496,000.00 (2) LT2-V51 $ 496,000.00 (3) LT2-F52 $ 464,000.00 (2) LT2-V52 $ 464,000.00 (3) LT2-F53 $ 434,000.00 (2) LT2-V53 $ 434,000.00 (3) LT2-F54 $ 406,500.00 (2) LT2-V54 $ 406,500.00 (3) LT2-F55 $ 380,000.00 (2) LT2-V55 $ 380,000.00 (3) LT2-F56 $ 355,500.00 (2) LT2-V56 $ 355,500.00 (3) LT2-F57 $ 332,500.00 (2) LT2-V57 $ 332,500.00 (3) LT2-F58 $ 311,500.00 (2) LT2-V58 $ 311,500.00 (3) LT2-F59 $ 4,524,000.00 (2) LT2-V59 $ 4,524,000.00 (3) ___________________________