Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated “regular interests” in such REMIC, and the Class R-2 Certificates will be designated "the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Certificates (other than the Class R Certificates and exclusive, in the case of the Class I-A-1 Certificates and Class I-A-2 Certificates, of any right to receive payments in respect of the Basis Risk Shortfall Carryover Amount or, in the case of the Class I-X Certificates, of any obligation to make payments in respect of the Basis Risk Shortfall Carryover Amount) will be designated “regular interests" ” in such REMIC REMIC, and the Class R-II Certificate R-3 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891493,289,027.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $347,104,287.97. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $146,184,739.47. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC and III-A to be treated for federal income tax purposes as a REMIC. On the Class RStartup Day, the REMIC III-II Certificate A Regular Interests will be designated the "residual regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC III-B to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III-B Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC VII. The Sub-Loan Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $959,624,910.79. The Sub-Loan Group I-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,000,382,722.60. The initial principal amount Sub-Loan Group I-3 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $682,006,957.34. The Sub-Loan Group II-1 Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $77,369,635.47. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $616,553,063.81. The Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $693,617,364.21. The Sub-Loan Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $155,372,731.43. The Sub-Loan Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $413,494,550.79. The Sub-Loan Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $588,622,430.52. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891694,740,344.38. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $427,482,500.22. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. [On or prior to the Closing Date, the Seller Initial Beneficial Holder has acquired the Mortgage Loans from EMC. [ ].] On the Closing Date, the Seller Initial Beneficial Holder will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. [ ] will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X II to be treated for federal income tax purposes as a REMIC. On [ ], 200[ ] (the "Startup Day"), all the Classes of REMIC X II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X Certificate R-2 Certificates will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and Classes of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayR-1, the REMIC II Regular Class R-2 and Class X Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interestsinterest" in such REMIC. Each component of the Class X Certificates as described in Section 5.01 (each, a "Separate Component") will be designated as a "regular interest" in REMIC I. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Off Date, of approximately $2,330,289,891[ ]. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerInitial Beneficial Holder, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all related Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891973,234,541. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all related Scheduled Principal Balancedue on or before the Cut-off Date, of $279,350,336. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,173,972,520. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891433,101,502.12. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $378,339,472.62. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Mortgage Loan Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891____________. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Mortgage Loan Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Initial Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of On or prior to the Trust shall make an election for related Subsequent Transfer Date, the assets constituting REMIC X to be treated for federal income tax purposes as a REMICDepositor will acquire the related Subsequent Mortgage Loans from EMC. On the Startup Dayrelated Subsequent Transfer Date, the REMIC X Regular Interests Depositor will be designated "regular interests" in such REMIC sell the related Subsequent Mortgage Loans and certain other property to the Class R-X Certificate will be designated the "residual interests" in such REMICTrust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance952,627,478. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Initial Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of On or prior to the Trust shall make an election for related Subsequent Transfer Date, the assets constituting REMIC X to be treated for federal income tax purposes as a REMICDepositor will acquire the related Subsequent Mortgage Loans from EMC. On the Startup Dayrelated Subsequent Transfer Date, the REMIC X Regular Interests Depositor will be designated "regular interests" in such REMIC sell the related Subsequent Mortgage Loans and certain other property to the Class R-X Certificate will be designated the "residual interests" in such REMICTrust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance782,026,532. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Mortgage Loans Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891441,571,494.71. The initial principal amount Loan Group II will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $690,096,325.67. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller and the Underlying Certificates from the Underlying Certificates Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans Loans, the Underlying Certificates and certain other property to the related Trust Fund and receive in consideration therefor Certificates the related Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC I and the Class R-I Certificate Interest will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated "regular interests" in such REMIC II and the Class R-II Interest will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC III and the Class R-II Certificate III Interest will be designated the "residual interestsinterest" in such REMIC. The Class I-R Certificates will represent beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest. The Trustee will elect to treat the segregated pool of assets consisting of, among other things, the percentage interest of the Underlying Certificates set forth herein as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC IV. The Class II-R Certificates will represent the sole class of "residual interests" in REMIC IV for purposes of the REMIC Provisions. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891183,539,285.25. The initial principal amount of the Mortgage Pass-Through Certificates will not exceed such Outstanding Principal Balance. In consideration The Underlying Certificates have an aggregate outstanding principal amount as of the mutual agreements herein contained, Closing Date equal to $159,959,712.75. The initial principal amount of the Seller, the Securities Administrator, EMC and the Trustee agree as follows:Re-REMIC Certificates will not exceed such outstanding principal amount.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC and the Class R-I Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates (other than the Class R Certificates) will be designated "the “regular interests" ” in such REMIC and the Class R-II Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891477,982,017.28. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $38,197,547.60. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $112,259,020.28. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $80,368,634.66. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $106,181,764.86. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $140,975,049.88. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Xxxxxxx Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X VI Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X R-6 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC V Regular Certificates will be designated "regular interests" in such REMIC and the Class R-5 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-4 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf Classes of the Trust shall make an election Certificates except for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Residual Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891524,129,196.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance602,048,805. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The EMC will be the Master Servicer for the Mortgage Loans. As provided herein, the Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X included in the Trust Fund to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated ("regular interests" in such REMIC and the Class R-X Certificate will be designated the I"residual interests" in such REMIC). The Trustee on behalf of the Trust shall also make an election for the assets constituting certificates issued by REMIC I I, other than the Class R-1 Certificates, to be treated for federal income tax purposes as a REMICREMIC ("REMIC II"). For federal income tax purposes, REMIC II shall be considered to have issued the Certificates, other than the Class R-1 Certificates. On October 18, 2001 (the "Startup Day"), the each class of REMIC I Regular Interests will be designated "regular interests" in such REMIC Certificates and each Class of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular R-1 and Class R-2 Certificates will be designated "regular interests" in such REMIC a REMIC. The Class R-1 and the Class R-II Certificate R-2 Certificates will be designated the "residual interests" in such REMICREMIC I and REMIC 2, respectively. The Mortgage Loans will consist of two Mortgage Loan Groups. The Group 1 Mortgage Loans and the Group 2 Mortgage Loans will have an Outstanding aggregate Scheduled Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due or, in the case of the Simple Interest Loans in such Mortgage Loan Group, the principal portion of all scheduled payments received, on or before the Cut-off Date, of approximately $2,330,289,89167,065,251 and $15,137,663, respectively, or $82,202,914 for all of the Mortgage Loans. The initial principal amount of the Certificates will not exceed such Outstanding aggregate Scheduled Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor therefor, Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891812,377,915.14. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Mortgage Loans Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date and including the Pre-Funded Amount with respect to Loan Group I, of $515,263,887.83. Loan Group II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date and including the Pre-Funded Amount with respect to Loan Group II, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance812,842,110.55. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891632,190,222.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interest will be designated “the regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I and the REMIC II. The Class R-II Certificate X Certificates will be designated evidence ownership of the "“residual interests" interest” in such REMICREMIC III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Stated Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance1,299,276,242. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class RI-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class II-R Certificates will be designated "regular the sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual “regular interests" ” in such REMIC, and the Class I-R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $124,829,526.50. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorMaster Servicer, EMC the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On April 1, 2003 the Seller formed Xxxxxxxxx Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMCXxxxxxxxx. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I R-1 Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II R-2 Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal BalanceBalance and the cash deposit made on the Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC Xxxxxxxxx, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,346,558,186. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC REMIC, and the Class RI-I Certificate R-1 Certificates will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC REMIC, and the Class RII-II Certificate R-1 Certificates will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC, and the Class I-R-2 Certificates will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC, and the Class I-R-3 Certificates will be designated the sole class of "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891205,079,914.43. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $82,441,600.62. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $122,638,313.81. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMC Mortgage Corporation ("EMC"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,807,197,590. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891287,403,461.81. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $818,428,815.22. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Xx xhe Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X IV Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X R-4 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf Classes of the Trust shall make an election Certificates except for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Residual Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,154,784,435.69. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On May 29, 2002 the Seller formed Xxxxxxxxx Mortgage Securities Trust 2002-2, as a Delaware business trust (the "Trust") pursuant to the Trust Agreement, dated May 29, 2002 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2002-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMCXxxxxxxxx. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891508,229,863.83. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal BalanceBalance and the cash deposit made on the Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC Xxxxxxxxx, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Seller xxx Xeller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. NAMC will be the NAMC Master Servicer for the NAMC Mortgage Loans and PHH will be the PHH Master Servicer for the PHH Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X R-2 Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and Classes of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular R-1 and Class R-2 Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891789,958,210.60. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities AdministratorNAMC, EMC PHH and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On I (excluding the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC Reserve Fund and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Rounding Account) to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891347,452,706. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMCEMC Mortgage Corporation (in such capacity, the "Mortgage Loan Seller"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X IA to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X IA Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate IA Interest will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I IB to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I IB Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-I Certificate IB Interest will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated "regular interests" in such REMIC and the Class R-II Interest will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate III Interest will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance162,168,706. In consideration of the mutual agreements herein contained, the Seller, the Securities AdministratorMaster Servicer, EMC the Guarantor and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor therefor, Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891860,560,954. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,89188,281,554.65. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $848,659,834.74. The Group III Mortgage Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $407,519,639.87. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $574,268,613.23. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Initial Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust shall make an election for on the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICrelated Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,104,576,142.23. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $275,536,525.04. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $703,720,808.70. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $71,503,329.51. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $53,815,478.98. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-IV Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,375,671,542.43. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,032,844,327.57. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $342,827,214.86. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCICI Funding. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. ICI Funding will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X II to be treated for federal income tax purposes as a REMIC. On March 27, 1997 (the "Startup Day"), all the Classes of REMIC X II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X Certificate R-2 Certificates will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and Classes of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular R-1 and R-2 Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Cut- Off Date, of approximately $2,330,289,891280,491,412. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor the Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance of the Mortgage Loans as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of will equal approximately $2,330,289,891336,686,830.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balanceamount. In consideration of the mutual agreements herein contained, the Seller, the Securities AdministratorMaster Servicer, EMC and the Trustee and EMC agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCICI Funding. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. ICI Funding will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X II to be treated for federal income tax purposes as a REMIC. On September 30, 1996 (the "Startup Day"), all the Classes of REMIC X II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X Certificate R-2 Certificates will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and Classes of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup DayR-1, the REMIC II Regular Class R-2 and Class X Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interestsinterest" in such REMIC. Each component of the Class X Certificates as described in Section 5.01 (each, a "Separate Component") will be designated as a "regular interest" in REMIC I. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Off Date, of approximately $2,330,289,891265,003,425. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCEMC . On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IIII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II IV Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891305,534,249. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891315,392,475. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off Date, after deducting all Scheduled Principal due on or before Trust shall make an election for the Cut-off Date, of approximately $2,330,289,891assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. The initial principal amount of On the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein containedStartup Day, the Seller, the Securities Administrator, EMC REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Trustee agree as follows:Class R-III Certificate will be designated the "residual interest" in such REMIC.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Initial Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of On or prior to the Subsequent Transfer Date, the Depositor will acquire the Group III Subsequent Mortgage Loans, which will be sold to the Trust shall make an election for Fund on the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICSubsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-I Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-II Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans (including the Group III Subsequent Mortgage Loans) will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $401,865,805.97. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance plus the Group III Pre-Funded Amount. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,89170,637,575.11. The initial principal amount Group II Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $113,359,611.37. The Group III Mortgage Loans, including the Group III Subsequent Mortgage Loans and the Group III Pre-Funded Amount, will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $217,868,619.49. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorMaster Servicer, EMC the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,302,438,000. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891102,274,651. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Stearns Mortgage Capitxx Xxxxoration ("BSMCC"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I R-3 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-2 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC and the Class R-1 Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891139,948,200. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891270,274,998. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891499,778,745.04. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCEMC . On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891575,627,269. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may be, from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Sub-Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,390,551,216. The initial principal amount Sub-Group I-2 Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $455,697,394. The Sub-Group II-1 Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $456,691,529. The Sub-Group II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $997,909,138. The Sub-Group II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $167,807,884. The Sub-Group II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $123,396,801. The Sub-Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $112,573,669. The Sub-Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $290,111,480. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891561,021,570. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, KKR Financial Mortgage Corp. (the Seller “Seller”) acquired the Initial Mortgage Loans from EMCKKR Financial Corp. Thereafter and on or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of On or prior to any Subsequent Transfer Date, the Depositor will acquire the Subsequent Mortgage Loans, which will be sold to the Trust shall make an election for on the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICrelated Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-I Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-II Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Certificates (other than the Class R Certificates and exclusive, in the case of the Adjustable Rate Certificates, of any right to receive payments in respect of the related Carryover Shortfall Amount or, in the case of the Interest Only Certificates, of any obligation to make payments in respect of the related Carryover Shortfall Amount) will be designated “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891959,200,036.00, which is deemed to include the related Pre-Funded Amount. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration The Group I Mortgage Loans will have an Outstanding Principal Balance as of the mutual agreements herein containedCut-off Date, after deducting all Scheduled Principal due on or before the SellerCut-off Date, of $352,610,211.82, which is deemed to include the Securities Administratorrelated Pre-Funded Amount. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, EMC and after deducting all Scheduled Principal due on or before the Trustee agree as follows:Cut-off Date, of $296,063,977.96, which is deemed to include the related Pre-Funded Amount. The

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Class R Certificate will evidence ownership of the "residual interest" in each REMIC. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891814,705,945. The initial principal amount Group II-1 Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $60,783,249. The Group II-2 Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $162,051,194. The Group II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $66,575,965. The Group II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $37,991,132. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $111,556,973. The Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $48,938,919. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,165,973,387.83. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $766,047,781.66. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $136,880,389.73. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891472,793,210.17. The initial principal amount Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $690,528,356.55. The Sub-Loan Group II-4 Mortgage Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $346,693,730.06. The Sub-Loan Group II-5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $284,694,679.77. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC VI. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $722,702,707.30. The Loan Group II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $309,389,277.22. The Sub-Loan Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891474,325,511.26. The initial principal amount Sub-Loan Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $474,325,511.26. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891427,957,924.78. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The initial principal amount Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balance. In consideration evidence ownership of the mutual agreements herein contained"residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the Seller, the Securities Administrator, EMC and the Trustee agree as follows:"residual interest" in REMIC V.

PRELIMINARY STATEMENT. On March 29, 2004 the Depositor formed Xxxxxxxxx Mortgage Securities Trust 2004-1, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated March 29, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-1 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCXxxxxxxxx. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I R-1 Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II R-2 Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,106,707,889.20. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal BalanceBalance and the cash deposit made on the Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC Xxxxxxxxx, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance817,715,039. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the REMIC III Regular Certificates will not exceed be designated "regular interests" in such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC REMIC and the Trustee agree as follows:Class R-III Certificate will be designated the "residual interest" in such REMIC.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891804,149,861. The initial principal amount Group II-1 Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $103,929,209. The Group II-2 Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $690,186,785. The Group II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $269,487,238. The Group II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $95,834,126. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $209,676,335. The Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $50,285,483. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $671,932,306. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $98,646,361. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut- off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $504,515,693. The Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891258,405,410. The initial principal amount Sub-Loan Group II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of $116,754,970. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-II Certificate R-2 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891240,524,780.84. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Stearns Mortgage Capital Corporation ("XXXXX"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in Structured Asset Mortgage Investments Trust, 1999-2, the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICcreated hereby. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I R-1 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-3 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC and the Class R-II R-4 Certificate will be designated the "residual interests" in such REMIC. The Group 1, Group 2 and Group 3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance147,885,365, $49,852,167 and $98,364,248, respectively. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicers and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Closing DateXxxx, the xhe Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. NAMC will be the NAMC Master Servicer for the NAMC Mortgage Loans and PHH will be the PHH Master Servicer for the PHH Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X R-2 Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and Classes of Certificates except for the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular R-1 and Class R-2 Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate R-1 Certificates will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891789,958,210.60. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities AdministratorNAMC, EMC PHH and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor has acquired the Mortgage Loans from EMC. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance817,459,122. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-I Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-II Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891811,993,920.91. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $624,067,078.06. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $92,790,811.91. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $95,136,030.94. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorMaster Servicer, EMC the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates (other than the Class R-I Certificate) will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891206,097,045.55. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891879,622,845.99. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $202,538,087.17. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $309,950,896.76. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $237,400,208.49. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $129,733,655.57. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Sub-Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date and including the Pre-Funded Amount with respect to the Sub-Group I Mortgage Loans, of $801,035,553.92. The Sub-Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date and including the Pre-Funded Amount with respect to the Sub-Group II Mortgage Loans, of approximately $2,330,289,891290,375,064.93. The initial principal amount Sub-Group III Mortgage Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date and including the Pre-Funded Amount with respect to the Sub-Group III Mortgage Loans, of $550,338,208.11. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On December 20, 2004 the Depositor formed Xxxxxxxxx Mortgage Securities Trust 2004-4, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated as of December 17, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-4 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCXxxxxxxxx. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,133,510,435.22. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal BalanceBalance and the cash deposit made on the Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC Xxxxxxxxx, the Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891163,568,868.28. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891312,798,664. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interest will be designated the single "residual interestsregular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I and REMIC II. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance801,108,419.32. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorServicer, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" ” in such REMIC and the Class R-I Certificate will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "“regular interests" ” in such REMIC and the Class R-II Certificate will be designated the "“residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891399,734,051.12. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "“regular interests" ” in such REMIC REMIC, and the Class R-II Certificate R-2 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8912,461,994,558.14. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company, the Auction Administrator and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Class R Certificate will evidence ownership of the “residual interest” in each REMIC. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891444,435,924. The initial principal amount Group II Loans will have an Outstanding Principal Balance as of the Certificates will not exceed such Outstanding Cut-off Date, after deducting all Scheduled Principal Balancedue on or before the Cut-off Date, of approximately $555,566,709. In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Seller, the Securities Administrator, EMC Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891569,236,346. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891294,347,747. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891429,251,600. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-2 Certificates will be designated "regular the sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the Regular Certificates will be designated the "“regular interests” in such REMIC, and the Class R-3 Certificates will be designated the sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891281,849,595,74. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Securities AdministratorMaster Servicer, EMC the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller has acquired the Mortgage Loans from EMCBear Xxxxxxx Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in Structured Asset Mortgage Investments Trust, 1998-9, the Trust Fundcreated hereby. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC X III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-X R-3 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf Classes of the Trust shall make an election Certificates except for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Residual Certificates will be designated "regular interests" in such REMIC and the Class R-II R-1 Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891503,766,309.76. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Securities Administrator, EMC Master Servicers and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891384,003,514. The initial principal amount Group II-1 Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $198,981,995. The Group II-2 Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $190,271,389. The Group II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,114,065,781. The Group II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $93,097,227. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $63,512,862. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,223,439,400.94. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Interest will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-IV Interest will be designated the "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891888,703,522. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may be, from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC VII. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $921,237,667. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $356,186,642. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891341,432,291. The initial principal amount Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $369,223,453. The Sub-Loan Group II-4 Mortgage Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $48,566,024. The Sub-Loan Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $268,810,506. The Sub-Loan Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $125,715,349. The Sub-Loan Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $92,642,143. The Sub-Loan Group III-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $144,049,692. The Sub-Loan Group III-5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $170,162,413. The Sub-Loan Group III-6 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $99,868,409. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-IV Certificate will be designated the "residual interest" in such REMIC. The Group I Mortgage Loans in the aggregate will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891472,087,394.98. The initial principal amount of the Group I Certificates will not exceed such Outstanding Principal Balance. The Group II Mortgage Loans in the aggregate will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $408,218,773.08. The initial principal amount of the Group II Certificates (other than the Class R-II Certificates) will not exceed such Outstanding Principal Balance. The Mortgage Loans in the aggregate will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $880,306,168.06. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891400,404,842. The initial principal amount Sub-Group IIa Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $293,270,183. The Sub-Group IIb Mortgage Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $260,689,828. The Sub-Group IIc Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $143,703,912. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $137,649,937. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $197,667,137. In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Seller, the Securities Administrator, EMC Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-I Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "the “regular interests" ” in such REMIC REMIC, and the Class R-II Certificate Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,8911,002,019,247.46. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $383,215,726.62. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $230,511,732.32. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $191,096,640.40. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $151,507,991.96. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $45,687,156.12. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing DateDate or a Subsequent Transfer Date in the case of the Subsequent Transfer Loans, the Seller Depositor acquired the Initial Mortgage Loans or the Subsequent Transfer Loans, as applicable, from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Class R Certificate will evidence ownership of the “residual interest” in each REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance1,345,547,336.11. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the Seller case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may be, from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC VII. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $921,237,667. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $356,186,642. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891341,432,291. The initial principal amount Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Certificates Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $369,223,453. The Sub-Loan Group II-4 Mortgage Loans will not exceed such have an Outstanding Principal BalanceBalance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $48,566,024. The Sub-Loan Group III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $268,810,506. The Sub-Loan Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $125,715,349. The Sub-Loan Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $92,642,143. The Sub-Loan Group III-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $144,049,692. The Sub-Loan Group III-5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $170,162,413. The Sub-Loan Group III-6 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $99,868,409. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMICFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC REMIC, and the Class RI-I Certificate R-1 Certificates will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC REMIC, and the Class RII-II R-1 Certificate will be designated the sole class of "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC, and the Class I-R-2 Certificates will be designated the sole class of "residual interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891243,340,462.01. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $120,925,950.59. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $122,414,511.42. The Group I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans and Group II Mortgage Loans, respectively. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $657,628,597.80. The Loan Group II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $509,494,314.67. The Loan Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance214,857,588.60. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "“regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" ” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "“regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Securities Administrator on behalf of the Cut-off DateTrustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891REMIC III Regular Interests will be designated “regular interests” in such REMIC. The initial principal amount Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated “regular interests” in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balance. In consideration evidence ownership of the mutual agreements herein contained“residual interest” in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V. The Class R-X Certificates will evidence ownership of the Seller, the Securities Administrator, EMC and the Trustee agree as follows:“residual interest” in REMIC VI.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller acquired the Mortgage Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891515,444,344.46. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interestsinterest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891776,189,477.96. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $184,748,200.74. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $249,105,444.69. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $53,812,895.18. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $247,020,207.36. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $41,502,729.99. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Sponsor. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the REMIC III Regular Interests will be designated the "residual regular interests" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The initial principal amount Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balance. In consideration evidence ownership of the mutual agreements herein contained"residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the Seller, the Securities Administrator, EMC and the Trustee agree as follows:"residual interest" in REMIC V.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interestsinterest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates Interests will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular interests" in such REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-IV Certificate will be designated the "residual interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891629,310,813.22. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $391,031,982.05. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $238,278,831.17. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Seller Depositor acquired the Mortgage Loans from EMCthe Seller. On the Closing Date, the Seller Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "the “regular interests" interestsæ in such REMIC REMIC, and the Class R-I Certificate R-1 Certificates will be designated the "sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-2 Certificates will be designated "regular the sole class of “residual interests" ” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC and III to be treated for federal income tax purposes as a REMIC. On the Class R-II Certificate Startup Day, the Regular Certificates will be designated the "“regular interests” in such REMIC, and the Class R-3 Certificates will be designated the sole class of “residual interests" ” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $2,330,289,891286,444,709.62. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. In consideration of the mutual agreements herein contained, the SellerDepositor, the Master Servicer, the Securities Administrator, EMC the Seller and the Trustee agree as follows: