Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust FundFund but excluding the related Servicing Rights. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust FundFund for the benefit of the Trust. All covenants and agreements made by (i) the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and by in this Agreement and (ii) the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyTrust. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee for the benefit of the Trust are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed by the Depositor to elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” or the “Upper-Tier REMIC,” as applicable). In addition, the Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder certain uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof. The Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, Fund other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the REMIC formed hereby. The Class LT-R Certificate, which is hereby designated as Certificate evidences ownership of the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. the Lower-Tier REMIC 1 shall hold (the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1“LT-R Interest, is hereby designated as a REMIC regular interest. The LT1”) and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. Each Lower-Tier REMIC 1Regular Interest referenced in the chart below that describes the Lower-Tier REMIC shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier REMIC Regular Interests issued by the Lower-Tier REMIC. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC (the “UT-R Interest”) and the UT-R Interest is hereby designated as the sole Class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC is hereby designated as a regular interest in the Upper-Tier REMIC. For all purposes other than federal tax purposes, each Certificate evidences an ownership interest in the Trust. For federal taxation purposes, each Certificate (other than the Class R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein). The REMICs created hereunder shall be administered for tax purposes as provided in this Preliminary Statement and Article X hereof. The Exchangeable Subtrust shall be administered for tax purposes as provided in this Preliminary Statement, Article X and Sections 3.10 and 3.11 hereof.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-1, A-IO1, Class A-IO2 LT-A2 (1) (2) A-2, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee hereunder in return for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) excluding the Basis Risk Reserve Fund, (ii) the Class X Credit Comeback Excess Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Carryover Reserve Fund and the obligations to payassets held in the Pre-Funding Account) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits will consist of three REMICs (each, a “the "Swap-IO REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, ," the "Strip REMIC" and Upper-Tier REMIC 1the "Master REMIC"). Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LTA-R Certificate, which is hereby designated as will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in Pooling the Swap-IO REMIC, the Strip REMIC 1and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Strip REMIC Interests (other than the STR-A-R Interest). Each uncertificated interest in Pooling Strip REMIC 1 Interest (other than the STR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC regular interest. Lowerwill hold as assets the several classes of uncertificated Swap-Tier IO REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, Interests (other than the LT1SWR-A-R Interest, ). Each Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated as a regular interest in the Swap-IO REMIC. The Swap-IO REMIC will hold as assets all property of the Trust Fund (excluding the Credit Comeback Excess Account, the Carryover Reserve Fund and the assets held in the Pre-Funding Account). The latest possible maturity date of all REMIC regular interestinterests created in this Agreement shall be the Latest Possible Maturity Date. The LT1-R Interest is hereby designated as None of the sole residual REMICs described herein shall hold any interest in Lowerthe Swap Trust, Swap Contract, Swap Account or Final Maturity Reserve Trust. SWAP-Tier IO REMIC: The Swap-IO REMIC 1.Interests will have the principal balances and pass-through rates as set forth below. Swap-IO REMIC Interest Initial Principal Balance(1) Pass-Through Rate ---------------------- ------------------------- -----------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, the Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-1, A-IO1, A-IO2 LT-A2 (1) (2) A-2, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC” and the “Upper-Tier REMIC”): Pooling ). Each of the Certificates set forth below (other than the Exchangeable Certificates, the Exchangeable REMIC 1Certificates, and the Class A-R Certificates) and each Uncertificated REMIC Interest shall represent ownership of a regular interest in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in the Middle-Tier REMIC (other than the Class MT-A-R Interest) and the Class P Reserve Fund. The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC 1, (other than the Class LT-A-R Interest). The uncertificated Class MT-A-R Interest represents ownership of the sole class of residual interest in the Middle-Tier REMIC 1, and UpperREMIC. The Lower-Tier REMIC 1. Pooling REMIC 1 shall hold the as assets all property of the Trust Fund, other than any Excluded Trust Assets, and shall issue several . The uncertificated interests and shall also issue the Class LT-A-R Certificate, which is hereby designated as Interest represents ownership of the sole class of residual interest in Pooling REMIC 1the Lower-Tier REMIC. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a The latest possible maturity date of all REMIC regular interestinterests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: Lower-Tier Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1.) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates Certificates, and to the extent provided herein, the Certificate Insurer, any NIMS Insurer and the Group 1 Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Class X AccountPool 2 Basis Risk Reserve Fund, (iii) the Group 1 Swap Agreement, (iv) the Group 1 Swap Account, (v) the Supplemental Interest Trust Trust, (vvi) the Group 1 Cap Agreement, (vii) the Group 1 Cap Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2 Cap Agreement, (x) the obligation to pay Class I Shortfalls, and (vixi) the rights to receive (and the obligations obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four nine real estate mortgage investment conduits (each, a “REMIC”): ) in two tiered structures. Specifically, Pooling REMIC 1I, Lower-Tier REMIC 1I, Middle-Tier REMIC 1IA, Middle-Tier REMIC IB, and Upper-Tier REMIC 1I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 2. Pooling REMIC 1 I shall hold the assets of the Trust FundFund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. I. Each uncertificated interest in Pooling REMIC 1 I is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 I shall hold the uncertificated interests issued by Pooling REMIC 1 I and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LT1-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIA-R Interest, is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC IA, other than the MTIA-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIB-R Interest, is hereby designated as a REMIC regular interest. The Class MTIB-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class MTIB-R Interest. Each of the Offered Certificates related to Pool 1 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 also represents (i) the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, the Class I-XS Component of the Class I-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 to the extent payable from Pool 1 Monthly Excess Cashflow. The Class I-CX and Class I-SX Components of the Class I-X Certificates shall not represent an interest in any REMIC formed hereby. The Class I-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC I as well as ownership of the LT1-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC II shall hold the assets of the Trust Fund related to Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC II. Each uncertificated interest in Pooling REMIC II is hereby designated as a REMIC regular interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 2 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess Cashflow. The Class II-CX Component of the Class II-X Certificates shall not represent an interest in any REMIC formed hereby. The Class II-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC II as well as ownership of the LT2-R and Class MT2-R Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-0, X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (1) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Yield Maintenance Agreements and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Reserve Fund (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, and other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1for purposes of the REMIC Provisions. Pooling The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the assets several classes of the Trust Fund, uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LTLT1-A-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1Interests). Each uncertificated interest in Pooling Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC regular interest1. Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the Class LT1-A-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-A-R (3) (3) N/A _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundAdditional Collateral, (ii) the Class X AccountSwap Agreement, (iii) the Swap Interest Rate Cap Agreement, (iv) the Supplemental Interest Trust Trust, (v) the obligation payments with respect to pay Class I ShortfallsBasis Risk Shortfall Carryover Amounts, and (vi) the rights payments with respect to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates and the Class A-R Certificate) and each Uncertificated REMIC Interest shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1for purposes of the REMIC Provisions. Pooling The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the assets several classes of the Trust Fund, uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LTLT1-A-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1Interests). Each uncertificated interest in Pooling Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC regular interest1. Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the Class LT1-A-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A (1) (2) LT1-F1 $ 8,839,749.05 (3) LT1-V1 $ 8,839,749.05 (4) LT1-F2 $ 8,580,345.29 (3) LT1-V2 $ 8,580,345.29 (4) LT1-F3 $ 8,328,679.60 (3) LT1-V3 $ 8,328,679.60 (4) LT1-F4 $ 8,084,393.10 (3) LT1-V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (3) LT1-V5 $ 7,847,269.50 (4) LT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC”): Pooling ). Each of the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC 1Certificates, and the Class A-R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-A-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1Interest). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. The Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interestTrust Fund (except for any related Excluded Trust Property). The LT1uncertificated Class LT-A-R Interest is hereby designated as represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1.) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-0, X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (1) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee Issuer hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates Notes and the Ownership Certificate from the Trust Fund Issuer, as consideration for its transfer to the Trust Fund Issuer of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuer of the Mortgage Loans and the other property constituting the Trust FundEstate. Pursuant to the Indenture, the Issuer will pledge the Mortgage Loans and the other property constituting the Trust Estate to the Indenture Trustee as security for the Notes. All covenants and agreements made by the Seller and AMC in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Seller, the Servicer, [the Credit Risk Manager] and the Indenture Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates and to the extent provided hereinNotes. The Issuer, the Swap Counterparty. The Depositor, the Trustee and Seller, the Master Servicer Servicer, the Administrator, the Custodian, the Servicer, the Indenture Trustee, and [the Credit Risk Manager] are entering into this Agreement, and the Trustee Issuer is accepting the Trust Fund Estate created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund The following table sets forth (exclusive of (i) the Basis Risk Reserve Fund, (iior describes) the Class X Accountdesignation, Note Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Notes issued pursuant to the Indenture. Class Designation Note Interest Rate Initial Class Principal Amount Minimum Denomination Class [ ] (iii1) the Swap Agreement, $ [ ] $ [ ] Class [ ] (iv2) the Supplemental Interest Trust $ [ ] $ [ ] Class [ ] (v3) the obligation to pay $ [ ] $ [ ] Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the [N1] [ ]% $ [ ] $ [ ] Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.[N2] [ ]% $ [ ] $ [ ] ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Additional Collateral and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls assets deposited in the Reserve Fund (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC ” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class 1-AR Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the Reserve Fund as provided in Sections 5.02 and 5.06. The owners of the Interest-Only Certificates beneficially own the Reserve Fund. The Class 1-AR Certificate represents the sole class of residual interest in each of the Upper-Tier and Middle-Tier REMICs. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than any the Excluded Trust Assets, Property and shall issue several uncertificated other than the interests and shall also issue in any REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 Interest is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Pool or Corresponding Class of Certificates LT-Pool 1 (1.) (7) 1 LT-Pool 1 PSA (1) (8) 1 LT-Pool 2 (2) (7) 2 LT-Pool 2 PSA (2) (8) 2 LT-Pool 3 (3) (7) 3 LT-Pool 3 PSA (3) (8) 3 LT-Pool 4 (4) (7) 4 LT-Pool 4 PSA (4) (8) 4 LT-Pool 5 (5) (7) 5 LT-Pool 5 PSA (5) (8) 5 LT-R (6) (6) Class LT-R __________________

PRELIMINARY STATEMENT. The Depositor has acquired Pursuant to the Mortgage Loans from Base Trust Agreement, dated as of [_________], 20[__] (the Seller“Base Trust Agreement” and, and at as supplemented pursuant to this Series Supplement, the Closing Date is “Agreement”), between the owner of the Mortgage Loans Trustor and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing DateTrustee, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans such parties may at any time and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time enter into a series supplement supplemental to the Base Trust Agreement for the purpose of creating a trust. Section 5.13 of the Certificates Base Trust Agreement provides that the Trustor may at any time and from time to time direct the Trustee to authenticate and deliver, on behalf of any such trust, a new Series of trust certificates. Each trust certificate of such new Series of trust certificates will represent a fractional undivided beneficial interest in such trust subject to the extent provided hereinterms hereof. Certain terms and conditions applicable to each such Series are to be set forth in the related series supplement to the Base Trust Agreement. Pursuant to this Series Supplement, the Swap Counterparty. The Depositor, Trustor and the Trustee shall create and the Master Servicer are entering into this Agreementestablish a new trust to be known as [_____] Trust [______] For [____________] Debentures, and a new Series of trust certificates to be issued thereby, which certificates shall be known as [Callable] Trust Certificates, and the Trustee is accepting the Trust Fund created hereby, for good Trustor and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that herein specify certain terms and conditions in respect thereof. [Callable] Trust Certificates shall be Fixed Rate Certificates issued in [two] Classes, the Trust Fund certificates (exclusive of (ithe “Certificates”) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls [I/O Certificates (collectivelythe “I/O Certificates”] and, together with the Certificates, the “Excluded Trust Assets[Name of Certificates]”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits [The Trust also is issuing call options with respect to $[________] principal amount of Underlying Securities (eachthe “Call Warrants”).] On behalf of and pursuant to the authorizing resolutions of the Board of Directors of the Trustor, a “REMIC”): Pooling REMIC 1an authorized officer of the Trustor has authorized the execution, Lower-Tier REMIC 1, Middle-Tier REMIC 1authentication and delivery of the Certificates, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold has authorized the assets Base Trust Agreement and this Series Supplement in accordance with the terms of Section 5.13 of the Base Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Credit Risk Manager and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any FPD Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in respect of Prepayment Charges paid by the Seller as a result of a breach of a representation or warranty pursuant to Section 2.03(b) and (x) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, Lowerother than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, MiddleREMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and Upper-each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Pooling REMIC 1 shall hold as its assets the assets property of the Trust Fund, Fund other than any the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: REMIC 1 shall issue several one uncertificated interests and interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which is hereby designated as shall represent the sole class of residual interest in Pooling REMIC 1. Each uncertificated REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in Pooling REMIC 1 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC regular interest. Lower2 (the “REMIC 2 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT2-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1A $ 39,527,170.01 (1) LT2-F1 $ 12,182,000.00 (2) LT2-V1 $ 12,182,000.00 (3) LT2-F2 $ 11,822,000.00 (2) LT2-V2 $ 11,822,000.00 (3) LT2-F3 $ 11,473,000.00 (2) LT2-V3 $ 11,473,000.00 (3) LT2-F4 $ 11,134,000.00 (2) LT2-V4 $ 11,134,000.00 (3) LT2-F5 $ 10,806,000.00 (2) LT2-V5 $ 10,806,000.00 (3) LT2-F6 $ 10,485,500.00 (2) LT2-V6 $ 10,485,500.00 (3) LT2-F7 $ 10,176,000.00 (2) LT2-V7 $ 10,176,000.00 (3) LT2-F8 $ 9,876,000.00 (2) LT2-V8 $ 9,876,000.00 (3) LT2-F9 $ 9,583,000.00 (2) LT2-V9 $ 9,583,000.00 (3) LT2-F10 $ 9,301,000.00 (2) LT2-V10 $ 9,301,000.00 (3) LT2-F11 $ 9,066,000.00 (2) LT2-V11 $ 9,066,000.00 (3) LT2-F12 $ 11,235,000.00 (2) LT2-V12 $ 11,235,000.00 (3) LT2-F13 $ 11,150,000.00 (2) LT2-V13 $ 11,150,000.00 (3) LT2-F14 $ 11,023,000.00 (2) LT2-V14 $ 11,023,000.00 (3) LT2-F15 $ 10,938,500.00 (2) LT2-V15 $ 10,938,500.00 (3) LT2-F16 $ 10,726,000.00 (2) LT2-V16 $ 10,726,000.00 (3) LT2-F17 $ 10,599,500.00 (2) LT2-V17 $ 10,599,500.00 (3) Class Designation Initial Principal Balance Interest Rate LT2-F18 $ 10,386,500.00 (2) LT2-V18 $ 10,386,500.00 (3) LT2-F19 $ 10,218,000.00 (2) LT2-V19 $ 10,218,000.00 (3) LT2-F20 $ 10,005,500.00 (2) LT2-V20 $ 10,005,500.00 (3) LT2-F21 $ 9,751,500.00 (2) LT2-V21 $ 9,751,500.00 (3) LT2-F22 $ 9,496,500.00 (2) LT2-V22 $ 9,496,500.00 (3) LT2-F23 $ 32,814,500.00 (2) LT2-V23 $ 32,814,500.00 (3) LT2-F24 $ 17,637,000.00 (2) LT2-V24 $ 17,637,000.00 (3) LT2-F25 $ 15,389,500.00 (2) LT2-V25 $ 15,389,500.00 (3) LT2-F26 $ 11,701,500.00 (2) LT2-V26 $ 11,701,500.00 (3) LT2-F27 $ 9,157,500.00 (2) LT2-V27 $ 9,157,500.00 (3) LT2-F28 $ 7,250,000.00 (2) LT2-V28 $ 7,250,000.00 (3) LT2-F29 $ 5,808,500.00 (2) LT2-V29 $ 5,808,500.00 (3) LT2-F30 $ 4,748,500.00 (2) LT2-V30 $ 4,748,500.00 (3) LT2-F31 $ 3,857,500.00 (2) LT2-V31 $ 3,857,500.00 (3) LT2-F32 $ 3,180,000.00 (2) LT2-V32 $ 3,180,000.00 (3) LT2-F33 $ 3,010,000.00 (2) LT2-V33 $ 3,010,000.00 (3) LT2-F34 $ 2,840,500.00 (2) LT2-V34 $ 2,840,500.00 (3) LT2-F35 $ 2,713,000.00 (2) LT2-V35 $ 2,713,000.00 (3) LT2-F36 $ 2,586,500.00 (2) LT2-V36 $ 2,586,500.00 (3) LT2-F37 $ 2,459,000.00 (2) LT2-V37 $ 2,459,000.00 (3) LT2-F38 $ 2,332,000.00 (2) LT2-V38 $ 2,332,000.00 (3) LT2-F39 $ 2,247,000.00 (2) LT2-V39 $ 2,247,000.00 (3) 4 Class Designation Initial Principal Balance Interest Rate LT2-F40 $ 2,077,500.00 (2) LT2-V40 $ 2,077,500.00 (3) LT2-F41 $ 2,035,000.00 (2) LT2-V41 $ 2,035,000.00 (3) LT2-F42 $ 1,907,500.00 (2) LT2-V42 $ 1,907,500.00 (3) LT2-F43 $ 1,823,000.00 (2) LT2-V43 $ 1,823,000.00 (3) LT2-F44 $ 1,738,500.00 (2) LT2-V44 $ 1,738,500.00 (3) LT2-F45 $ 1,610,500.00 (2) LT2-V45 $ 1,610,500.00 (3) LT2-F46 $ 1,569,000.00 (2) LT2-V46 $ 1,569,000.00 (3) LT2-F47 $ 1,484,000.00 (2) LT2-V47 $ 1,484,000.00 (3) LT2-F48 $ 1,441,500.00 (2) LT2-V48 $ 1,441,500.00 (3) LT2-F49 $ 1,314,000.00 (2) LT2-V49 $ 1,314,000.00 (3) LT2-F50 $ 1,272,000.00 (2) LT2-V50 $ 1,272,000.00 (3) LT2-F51 $ 1,229,500.00 (2) LT2-V51 $ 1,229,500.00 (3) LT2-F52 $ 1,145,000.00 (2) LT2-V52 $ 1,145,000.00 (3) LT2-F53 $ 1,102,000.00 (2) LT2-V53 $ 1,102,000.00 (3) LT2-F54 $ 1,060,000.00 (2) LT2-V54 $ 1,060,000.00 (3) LT2-F55 $ 975,000.00 (2) LT2-V55 $ 975,000.00 (3) LT2-F56 $ 975,000.00 (2) LT2-V56 $ 975,000.00 (3) LT2-F57 $ 890,500.00 (2) LT2-V57 $ 890,500.00 (3) LT2-F58 $ 848,000.00 (2) LT2-V58 $ 848,000.00 (3) LT2-F59 $ 826,500.00 (2) LT2-V59 $ 826,500.00 (3) LT2-F60 $ 775,500.00 (2) LT2-V60 $ 775,500.00 (3) LT2-F61 $ 737,500.00 (2) 5 Class Designation Initial Principal Balance Interest Rate LT2-V61 $ 737,500.00 (3) LT2-F62 $ 701,500.00 (2) LT2-V62 $ 701,500.00 (3) LT2-F63 $ 666,500.00 (2) LT2-V63 $ 666,500.00 (3) LT2-F64 $ 634,000.00 (2) LT2-V64 $ 634,000.00 (3) LT2-F65 $ 602,000.00 (2) LT2-V65 $ 602,000.00 (3) LT2-F66 $ 572,500.00 (2) LT2-V66 $ 572,500.00 (3) LT2-F67 $ 544,500.00 (2) LT2-V67 $ 544,500.00 (3) LT2-F68 $ 517,000.00 (2) LT2-V68 $ 517,000.00 (3) LT2-F69 $ 492,000.00 (2) LT2-V69 $ 492,000.00 (3) LT2-F70 $ 467,500.00 (2) LT2-V70 $ 467,500.00 (3) LT2-F71 $ 8,997,500.00 (2) LT2-V71 $ 8,997,500.00 (3) LT2-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.(4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) X-0, X-XX XX-X0 (1) (2) X-0, X-XX XX-X0 (1) (2) X-0, X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Class P Certificates, the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) Fund and the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”): Pooling REMIC 1), Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1respectively). Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assetsthe Class P, and shall issue several uncertificated interests and shall also issue the Class X, Class LT-R Certificateor Class R Certificate and, which is hereby designated in the case of the Class 1-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Fund, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P Certificates represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Fund and Supplemental Interest Trust as described in note 11 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-A1 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class LT-R Certificate represents ownership of the sole class of residual interest in Pooling REMIC 1I for purposes of the REMIC Provisions. Each uncertificated The Class R Certificate represents ownership of the sole class of residual interest in Pooling REMIC 1 II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interestII for purposes of the REMIC Provisions. Lower-Tier REMIC 1 II shall hold as its assets the several Classes of uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 I, and shall issue several uncertificated interests. Each each such interest, other than the LT1-R Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC regular interestI. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1, Lower-,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1elections. Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assets, the Class R and shall issue several uncertificated interests and shall also issue the Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, which is hereby designated as other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in Pooling REMIC 1. Each uncertificated The Class R Certificate represents ownership of the sole Class of residual interest in Pooling each of REMIC 1 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest3 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 3 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest2, other than the LT1Class LT2-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2. The LT1-R REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as the sole residual a regular interest in Lower-Tier REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap CounterpartyNIMs Insurer. The Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC”): Pooling REMIC 1(iii) the Corridor Contract and the Corridor Contract Account, Lower-Tier REMIC 1(iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall which in turn will hold the assets Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund, Fund (other than any Excluded Trust Assetsthe assets described in clauses (ii), (iii), (iv) and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest(v) above, other than the LT1-SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class SWR Interest as the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class SWR Interest, is hereby designated as a REMIC regular interest. The LT1-R the Class LTR Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.and the

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Lease Trustee is duly authorized to execute and at the Closing Date is the owner deliver this Indenture on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Lease Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundSenior Notes issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Lease Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of Senior Noteholders and the Certificates and to the extent provided herein, the Swap CounterpartyIndenture Trustee. The Depositor, the Lease Trustee and the Master Servicer are is entering into this AgreementIndenture on behalf of the Lease Trust, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Lease Trust in accordance with the agreement's terms have been done. GRANTING CLAUSE The Lease Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the Trustee shall elect that benefit of the Trust Fund (exclusive Senior Noteholders, all of the Lease Trust's right, title and interest in and to (i) the Basis Risk Reserve Fund, Lease Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Class X Accountforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, (iii) including all proceeds of the Swap Agreementconversion, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfallsvoluntary or involuntary, and (vi) the into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to receive (payment of any and every 9 kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls proceeds of any of the foregoing (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1"Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and Upper-Tier REMIC 1any other amounts owing in respect of, the Senior Notes, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Pooling REMIC 1 shall hold the assets The Indenture Trustee, as Indenture Trustee on behalf of the Trust FundSenior Noteholders, other than any Excluded Trust Assets, acknowledges such Grant and shall issue several uncertificated interests and shall also issue accepts the Class LT-R Certificate, which is hereby designated as trusts under this Indenture in accordance with the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1provisions of this Indenture.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-1, A-IO1, A-IO2 LT-A2 (1) (2) A-2, A-IO1 LT-A3 (1) (2) A-3, A-IO1, A-IO3 LT-A4 (1) (2) A-4, A-IO1 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” , the “Middle-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of each of the sole class of residual interest in the Lower-Tier REMIC 1, (the “LT-R Interest”) and the sole class of residual interest in the Middle-Tier REMIC 1, and Upper(the “MT-R Interest”). The Lower-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The REMICs shall be administered for tax purposes as provided in this Preliminary Statement and in Article X. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Pool LT-Y1 (1.) (3) Pool 1 LT-Y2 (2) (4) Xxxx 0 XX-X0 (1) (5) Pool 1 LT-Z2 (2) (6) Pool 2 LT-R (7) (7) Pool 1 & Pool 2

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Depositor and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, Depositor and the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Yield Maintenance Agreement and the Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, 1 and Upper-Tier REMIC 1. Pooling Lower-Tier REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue Fund related to the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 Aggregate Pool and shall issue several uncertificated interests. Each such interest, other than including the LT1LT-R R-1 Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed to elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1.) (2) A-1, A-IO2 LT-A2 (1) (2) A-2, A-IO1, A-IO2 LT-A3 (1) (2) A-3, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Securities Administrator as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinIn conjunction herewith, the Depositor has acquired the Stack I Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack I Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee shall elect under the Stack I Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack I Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack I Mortgage Loans and the other related property constituting that portion of the Trust Fund (exclusive relating to the Stack I Certificates. The Depositor has duly authorized the execution and delivery of (i) the Basis Risk Reserve Fund, (ii) Stack I Agreement to provide for the Class X Account, (iii) conveyance to the Swap Agreement, (iv) Issuing Entity of the Supplemental Interest Trust (v) the obligation to pay Class Stack I Shortfalls, and (vi) the rights to receive (Mortgage Loans and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets other related property constituting that portion of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue Fund relating to the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interestStack I Certificates. The LT1-R Interest is hereby designated as terms and conditions relating to the sole residual interest issuance of the Stack I Certificates are set forth in Lower-Tier REMIC 1the Stack I Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it Sellers desire to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer sell to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders Participant from time to time Participation Certificates evidencing a 100% undivided ownership interest in certain Mortgage Loans eligible in the aggregate to back Securities with the terms described in related Takeout Commitments. Participant desires and may in its sole discretion purchase such Participation Certificates from Sellers in accordance with the terms and conditions set forth in this Agreement. Sellers, subject to the terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Sellers and guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Participant or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor. Participant's willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is based on Participant's expectation, in reliance upon Sellers' representations and warranties herein, that such Mortgage Loans in the aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security and that the Security, in the amount and with the terms described in the related Takeout Commitment, will be issued and Participant will receive Delivery thereof within the time period agreed upon among Participant and Sellers and reflected in the terms of such Participation Certificate. The amount of the Certificates Purchase Price and the Performance Fee to be paid by Participant to Sellers with respect to each Participation Certificate will be calculated on the extent provided expectation of Participant, based upon the representations and warranties of the Sellers herein, that Participant will receive Delivery of the Swap CounterpartySecurity to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Participant on the specified Anticipated Delivery Date and that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Participant expects to rely entirely upon such Sellers to service the Mortgage Loans evidenced by the applicable Participation Certificate, it being acknowledged that the continued effectiveness of such Seller's Agency Approvals during such period constitutes an essential factor in the calculation by Participant of the Purchase Price and the Performance Fee paid to such Sellers for the related Participation Certificate and that loss of such Agency Approvals by such Sellers would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are parties hereto hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes agree as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Certificate Insurer, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundSwap Agreement, (ii) the Class X Accountright to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Swap AgreementBasis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than any Excluded Trust Assetsthe LT2-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 2 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the LT1-R Interest Lower Tier Interest) is hereby designated as the sole residual a regular interest in LowerREMIC 1 (the “REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-Tier REMIC A $ 112,231,627.87 (1.) LT1-F1 $ 36,508,000.00 (2) LT1-V1 $ 36,508,000.00 (3) LT1-F2 $ 35,396,500.00 (2) LT1-V2 $ 35,396,500.00 (3) LT1-F3 $ 34,319,000.00 (2) LT1-V3 $ 34,319,000.00 (3) LT1-F4 $ 33,273,500.00 (2) LT1-V4 $ 33,273,500.00 (3) LT1-F5 $ 32,261,000.00 (2) LT1-V5 $ 32,261,000.00 (3) LT1-F6 $ 31,278,500.00 (2) LT1-V6 $ 31,278,500.00 (3) LT1-F7 $ 30,326,000.00 (2) LT1-V7 $ 30,326,000.00 (3) LT1-F8 $ 29,402,500.00 (2) LT1-V8 $ 29,402,500.00 (3) LT1-F9 $ 28,507,500.00 (2) LT1-V9 $ 28,507,500.00 (3) LT1-F10 $ 27,639,000.00 (2) LT1-V10 $ 27,639,000.00 (3) LT1-F11 $ 32,981,000.00 (2) LT1-V11 $ 32,981,000.00 (3) LT1-F12 $ 32,780,000.00 (2) LT1-V12 $ 32,780,000.00 (3) LT1-F13 $ 32,516,000.00 (2) LT1-V13 $ 32,516,000.00 (3) LT1-F14 $ 32,191,500.00 (2) LT1-V14 $ 32,191,500.00 (3) LT1-F15 $ 31,809,500.00 (2) LT1-V15 $ 31,809,500.00 (3) LT1-F16 $ 31,372,500.00 (2) LT1-V16 $ 31,372,500.00 (3) LT1-F17 $ 30,883,000.00 (2) LT1-V17 $ 30,883,000.00 (3) LT1-F18 $ 30,344,000.00 (2) LT1-V18 $ 30,344,000.00 (3) LT1-F19 $ 29,759,500.00 (2) LT1-V19 $ 29,759,500.00 (3) LT1-F20 $ 29,131,500.00 (2) LT1-V20 $ 29,131,500.00 (3) LT1-F21 $ 28,465,000.00 (2) LT1-V21 $ 28,465,000.00 (3) LT1-F22 $ 27,762,500.00 (2) LT1-V22 $ 27,762,500.00 (3) LT1-F23 $ 130,782,500.00 (2) LT1-V23 $ 130,782,500.00 (3) LT1-F24 $ 46,267,500.00 (2) LT1-V24 $ 46,267,500.00 (3) LT1-F25 $ 35,525,000.00 (2) LT1-V25 $ 35,525,000.00 (3) LT1-F26 $ 28,073,500.00 (2) LT1-V26 $ 28,073,500.00 (3) LT1-F27 $ 22,629,000.00 (2) LT1-V27 $ 22,629,000.00 (3) LT1-F28 $ 18,502,500.00 (2) LT1-V28 $ 18,502,500.00 (3) LT1-F29 $ 15,289,000.00 (2) LT1-V29 $ 15,289,000.00 (3) LT1-F30 $ 12,727,500.00 (2) LT1-V30 $ 12,727,500.00 (3) LT1-F31 $ 11,167,000.00 (2) LT1-V31 $ 11,167,000.00 (3) LT1-F32 $ 9,858,500.00 (2) LT1-V32 $ 9,858,500.00 (3) LT1-F33 $ 9,335,500.00 (2) LT1-V33 $ 9,335,500.00 (3) LT1-F34 $ 8,837,000.00 (2) LT1-V34 $ 8,837,000.00 (3) LT1-F35 $ 8,367,500.00 (2) LT1-V35 $ 8,367,500.00 (3) LT1-F36 $ 7,922,000.00 (2) LT1-V36 $ 7,922,000.00 (3) LT1-F37 $ 7,501,500.00 (2) LT1-V37 $ 7,501,500.00 (3) LT1-F38 $ 7,103,000.00 (2) LT1-V38 $ 7,103,000.00 (3) LT1-F39 $ 6,725,500.00 (2) LT1-V39 $ 6,725,500.00 (3) LT1-F40 $ 6,369,000.00 (2) LT1-V40 $ 6,369,000.00 (3) LT1-F41 $ 6,031,000.00 (2) LT1-V41 $ 6,031,000.00 (3) LT1-F42 $ 5,711,000.00 (2) LT1-V42 $ 5,711,000.00 (3) LT1-F43 $ 5,408,000.00 (2) LT1-V43 $ 5,408,000.00 (3) LT1-F44 $ 5,121,000.00 (2) LT1-V44 $ 5,121,000.00 (3) LT1-F45 $ 4,850,000.00 (2) LT1-V45 $ 4,850,000.00 (3) LT1-F46 $ 4,592,500.00 (2) LT1-V46 $ 4,592,500.00 (3) LT1-F47 $ 4,349,000.00 (2) LT1-V47 $ 4,349,000.00 (3) LT1-F48 $ 4,118,500.00 (2) LT1-V48 $ 4,118,500.00 (3) LT1-F49 $ 3,900,500.00 (2) LT1-V49 $ 3,900,500.00 (3) LT1-F50 $ 3,693,500.00 (2) LT1-V50 $ 3,693,500.00 (3) LT1-F51 $ 3,498,000.00 (2) LT1-V51 $ 3,498,000.00 (3) LT1-F52 $ 3,313,000.00 (2) LT1-V52 $ 3,313,000.00 (3) LT1-F53 $ 3,137,500.00 (2) LT1-V53 $ 3,137,500.00 (3) LT1-F54 $ 2,971,500.00 (2) LT1-V54 $ 2,971,500.00 (3) LT1-F55 $ 2,814,000.00 (2) LT1-V55 $ 2,814,000.00 (3) LT1-F56 $ 2,665,000.00 (2) LT1-V56 $ 2,665,000.00 (3) LT1-F57 $ 2,524,500.00 (2) LT1-V57 $ 2,524,500.00 (3) LT1-F58 $ 2,388,500.00 (2) LT1-V58 $ 2,388,500.00 (3) LT1-F59 $ 39,843,500.00 (2) LT1-V59 $ 39,843,500.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Depositor Seller has acquired the Mortgage Loans from the Seller, and at Mortgage Loan Seller on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Seller has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundFund in exchange for the Certificates. All covenants and agreements made by the Seller in Seller, the Mortgage Loan Sale Agreement and by the DepositorSeller, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided hereinCertificateholders. The Seller, the Swap Counterparty. The Depositor, the Trustee Mortgage Loan Seller and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created herebyhereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, The Trustee on behalf of the Trustee Trust shall elect that make an election for the assets constituting the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits a REMIC. On the Closing Date, all the Classes of Certificates (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1Class R Certificates) will be designated "regular interests" in the REMIC and the Class R Certificates will be designated the "residual interest" in the REMIC. As of the Cut-R Interestoff Date, is hereby designated the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,051,032,566. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders under the Mortgage Loan Purchase Agreement and this Agreement. However, the Mortgage Loan Seller and the Seller will hereunder absolutely assign, and as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual precautionary matter grant a security interest in Lower-Tier REMIC 1and to, its rights, if any, in the Trust Fund and the Mortgage Loans to the Trustee on behalf of Certificateholders to ensure that the interest of the Certificateholders hereunder in the Mortgage Loans is fully protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Additional Collateral and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls assets deposited in the Reserve Fund (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Group 1 Lower-Tier REMIC 1, Middle-Tier REMIC 1, and REMIC,” the “Group 1 Upper-Tier REMIC 1REMIC,” the “Group 2 Lower-Tier REMIC” and the “Group 2 Upper-Tier REMIC”). Pooling REMIC Each Group 1 shall hold the assets of the Trust FundCertificate, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT1-R AR Certificate and the Class 1-LTR Certificate, which is hereby designated as a regular interest in the Group 1 Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the related Sub Account of the Reserve Fund as provided in Section 5.02 and Section 5.06. The owners of the Interest-Only Certificates beneficially own the Sub Accounts that compose the Reserve Fund. The Class 1-AR Certificate is hereby designated as the sole class of residual interest in Pooling the Group 1 Upper-Tier REMIC. The Class 1-LTR Certificate evidences ownership of the sole class of residual interest in the Group 1 Lower-Tier REMIC (the “1-LTR Interest”). The Group 1 Lower-Tier REMIC shall hold as its assets the Pool 1 Mortgage Loans and all property of the Trust Fund related thereto, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. Each uncertificated interest in Pooling REMIC Group 1 Lower-Tier Interest other than the 1-LTR Interest is hereby designated as a REMIC regular interest. interest in the Group 1 Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT11-R Interest, is hereby designated as a REMIC regular interest. The LT1-R LTR Interest is hereby designated as the sole Class of residual interest in the Group 1 Lower-Tier REMIC. The Group 1 Upper-Tier REMIC shall hold as its assets the Group 1 Lower-Tier Interests other than the 1-LTR Interest. 221575 Sequoia 2007-2 Pooling and Servicing Agmt. Each Group 2 Certificate, other than the Class 2-AR Certificate and the Class 2-LTR Certificate, is hereby designated as a regular interest in the Group 2 Upper-Tier REMIC, as described herein. The Class 2-AR Certificate is hereby designated as the sole class of residual interest in the Group 2 Upper-Tier REMIC. The Class 2-LTR Certificate evidences ownership of the sole class of residual interest in the Group 2 Lower-Tier REMIC (the “2-LTR Interest”). The Group 2 Lower-Tier REMIC shall hold as its assets the Pool 2A and Pool 2B Mortgage Loans and all property of the Trust Fund related thereto, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Group 2 Lower-Tier Interest other than the 2-LTR Interest is hereby designated as a regular interest in the Group 2 Lower-Tier REMIC and the 2-LTR Interest is hereby designated as the sole Class of residual interest in the Group 2 Lower-Tier REMIC. The Group 2 Upper-Tier REMIC shall hold as its assets the Group 2 Lower-Tier Interests other than the 2-LTR Interest. The Lower-Tier REMIC Interests Group 1 Lower-Tier REMIC The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Group 1 Lower-Tier Interests: Group 1 Lower-Tier REMIC Interest Initial Class Corresponding Class Designation Interest Rate Principal Amount of Certificate(s) LT-1A1 (1.) (3) 1-A1, 1-AR, 1-XA LT-1A2 (1) (3) 1-A2, 1-XA LT-1A3 (1) (3) 1-A3, 1-XA LT-1B1 (1) (3) 1-B1, 1-XB LT-1B2 (1) (3) 1-B2, 1-XB LT-1B3 (1) (3) 1-B3 LT-1B4 (1) (3) 1-B4 LT-1B5 (1) (3) 1-B5 LT-1B6 (1) (3) 1-B6 1-LTR (2) (2) 1-LTR

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) amounts payable in respect of the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”P Certificates) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, each a “REMIC”): Pooling ” or, in the alternative, REMIC 1I and REMIC II, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1respectively). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interestCertificate, other than the LT1-Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC II for purposes of the REMIC Provisions. The Class P Certificates represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I and REMIC II for purposes of the REMIC Provisions. REMIC I REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC regular interest. I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: REMIC I Class Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificates LT1-A1A 6.95% $ 40,621,000.00 Class 1-A1, 1-A7 LT1-A1B 5.12717697472% $ 157,985,000.00 Class 1-A1 LT1-A2 5.50% $ 12,442,000.00 Class 1-A2 LT1-A3 5.50% $ 39,917,000.00 Class 1-A3 LT1-A4 5.50% $ 13,048,436.00 Class 1-A4 LT1-A5 5.50% $ 10,227,564.00 Class 1-A5 LT1-A6 5.50% $ 1,000.00 Class 1-A6 LT2-A1 5.75% $ 30,126,000.00 Class 2-A1 LT2-A2 5.75% $ 1,174,000.00 Class 2-A2 LT2-A3 7.50% $ 75,113,400.00 Class 2-A3, 2-A4 LT2-A5 5.75% $ 5,474,000.00 Class 2-A5 LT2-A6 5.00% $ 175,264,600.00 Class 2-A6 LT3-A1 (1) $ 95,733,000.00 Class 3-A1 LT4-A1 5.75% $ 190,503,000.00 Class 4-A1 LT4-A2 5.75% $ 7,422,000.00 Class 4-A2 LT-AP 0.00% $ 6,305,733.00 Class AP LT-AX (2) (2) Class AX LT-PAX (3) (3) Class PAX LT1-AR 5.50% $ 100.00 Class R Interest is hereby designated as the sole residual interest in LowerLT1-Tier REMIC 1.GSA (4) $ 65,322.50 N/A LT1-Pool (4) $ 6,466,927.38 N/A LT2-GSA (5) $ 112,289.78 N/A LT2-Pool (5) $ 11,116,688.67 N/A LT3-GSA (6) $ 37,293.49 N/A LT3-Pool (6) $ 3,692,055.53 N/A LT4-GSA (7) $ 77,906.19 N/A LT4-Pool (7) $ 7,712,712.95 N/A R-1 (8) (8) (8)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2000-4 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Notes and to the extent provided herein, the Swap CounterpartyNote Insurer. The Depositor, the Trustee and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. GRANTING CLAUSE The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (exclusive of (ia) the Basis Risk Reserve FundMortgage Loans listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans and any Qualified Substitute Mortgage Loan, (iib) the Class X Account, (iii) Unaffiliated Seller's Agreement and the Swap Sale and Servicing Agreement, (ivc) the Supplemental Interest Trust Insurance Policies, (vd) all cash, instruments or other property held or required to be deposited in the obligation Collection Account, the Payment Account and the Note Insurance Payment Account, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to pay Class I Shortfallsand be for the account of the Servicer), and (vie) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the rights payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Policy in trust and that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for the conveyance to issuance of its Secured Notes, Series 2000-2 (the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Secured Notes"), as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartySecured Notes. The Depositor, the Trustee and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. GRANTING CLAUSE The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Secured Notes, all of the Trust's right, title and interest (exclusive of whether now owned or existing or at any time hereafter acquired or arising) in and to (ia) the Basis Risk Reserve FundMortgage Loans in the Mortgage Loan Schedule attached as Schedule I to the Assignments (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage File, (iiand including any surety agreements, in the case of the Mortgage Loans secured by Business Purpose Properties) including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, including any prepayment penalties and any Qualified Substitute Mortgage Loan, (b) the Class X Account, (iii) the Swap Sale and Servicing Agreement, (ivc) Insurance Proceeds, (d) any Assignments, (e) the Supplemental Interest Trust servicing rights relating to such Mortgage Loans, (vf) all "accounts," "general intangibles," "instruments," "deposit accounts," and "investment property" (as such terms are defined in the obligation UCC) constituting or relating to pay Class I Shortfallsany of the foregoing, and (vig) all proceeds of the foregoing, including without limitation, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Secured Notes equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise to secure (x) the rights payment of all amounts due on the Secured Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Secured Notes may be adequately and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelyeffectively protected. In addition, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold Indenture Trustee agrees that it will acknowledge the assets Grant on each Transfer Date of the Trust Fundrelated Mortgage Loans pursuant to the terms of the related Assignment, other than any Excluded Trust Assets, provided that the conditions precedent to the pledge of such Mortgage Loans contained in the Sale and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each Servicing Agreement are satisfied on or prior to such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Transfer Date.

PRELIMINARY STATEMENT. Brookdale Living Communities, Inc., a Delaware corporation ("Brookdale") has entered into a Purchase and Sale Agreement by and between Atrium Venture, a California limited partnership, as seller, and Brookdale, as purchaser, dated as of February 10, 1998 (the "P&S") to acquire a parcel of land consisting of approximately 10.14 acres, more or less, located in the City of San Xxxx, County of Santa Clara, California, (the "Land") as more particularly described in Exhibit A attached hereto, together with all structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Land (the "Improvements") which include, without limitation, two residential buildings of approximately 243,186 square feet, one common building of approximately 20,600 square feet and certain parking facilities and driveways (the Land and Improvements, together with all related personalty, easements, privileges, rights and appurtenances thereto, are referred to collectively as the "Leased Property"). Brookdale has determined that the most advantageous financing for the acquisition of the Leased Property can be realized by assigning purchaser's rights under the P&S to Owner, permitting Owner to purchase the Leased Property and causing the Lessee to lease the Leased Property from Owner pursuant to this Lease, which Lease is intended to be an operating lease for accounting purposes under GAAP. The Depositor has acquired date upon which Brookdale assigns the Mortgage Loans P&S to the Owner, the Owner acquires the Leased Property from the Seller, Seller and at Lessee and Owner enter into this Lease is referred to as the "Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundDate". On the Closing Date, Owner will purchase the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer Leased Property pursuant to the Trust Fund P&S for a price of $31,100,000 (the Mortgage Loans and "Acquisition Price"), which Acquisition Price includes the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery assumption of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made certain outstanding debt incurred by the Seller to Column Financial, Inc., a Delaware corporation (the "Original Lender"), which is now held by LaSalle National Bank, as Trustee for the Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-CF1 (the "Trust") (the Trust, together with its successors and assigns, the "Senior Lender"), in the Mortgage Loan Sale Agreement and original principal amount of EIGHTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS ($18,400,000) (the "Senior Loan"). The remainder of the Acquisition Price shall be provided by the Depositor, Owner from the Master Servicer and proceeds of an equity contribution in the Trustee herein with respect to amount THIRTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($13,700,000) ("Owner's Equity") which amount will be provided by the Mortgage Loans and the other property constituting the Trust Fund are for the benefit majority member of the Holders Owner, SELCO Service Corporation, an Ohio corporation ("SELCO"), from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fundproceeds of a nonrecourse loan to be made to SELCO from Healthcare Realty Trust Incorporated, a Maryland corporation ("Healthcare Realty"), in the amount of SIX MILLION EIGHT HUNDRED THOUSAND DOLLARS ($6,800,000) (the "A Investor Loan"), (ii) the Class X Accountproceeds of a nonrecourse loan to be made to SELCO from Key Corporate Capital, Inc., a Michigan corporation ("KCCI") in the amount of FIVE MILLION NINE HUNDRED FORTY-SIX THOUSAND DOLLARS ($5,946,000) (the "B Investor Loan," and together with the A Investor Loan, the "Investor Loans"), and (iii) equity provided by SELCO from its own funds in the Swap amount of NINE HUNDRED FIFTY FOUR THOUSAND DOLLARS ($954,000) (the "SELCO Contribution"). The A Investor Loan will be secured by a pledge of the membership interests in Owner owned by SELCO and the stock interest in The Atrium of San Xxxx, Inc., the managing member of the Owner. The B Investor and the SELCO Contribution will each be secured by a pledge of the "Supplemental Collateral" as defined below. This Lease provides for a Basic Lease Term of five (5) years. Upon the expiration of the Basic Lease Term, Lessee will have options to extend the Term of the Lease for five (5) consecutive one (1)-year Extension Lease Terms. At the end of the Basic Lease Term or any Extension Lease Term, Lessee has an option to purchase the Leased Property for the Purchase Price set forth in Exhibit C to this Lease. If Lessee does not exercise its option to purchase the Leased Property, Lessee is obligated to solicit bids for the purchase of the Leased Property from third parties. If the Leased Property is sold to a third party pursuant to the provisions of this Lease or is returned to the Owner upon the completion of the Basic Lease Term or any Extension Lease Term or upon any Termination Date, Lessee will be obligated to pay the applicable End of Term Adjustment provided for in this Lease to Owner. On the date hereof, the Owner shall execute and deliver for the benefit of SELCO, and KCCI a nonrecourse guaranty under which Owner guarantees the payment and receipt by SELCO and KCCI Basic Rent and the B Investor Loan Debt Service, respectively. Pursuant to the Owner's Pledge Agreement, the Lessee shall pledge to Owner (ivwhich pledge will be assigned to KCCI and SELCO as security for the nonrecourse guaranty) two Certificates of Deposit each issued by Fleet National Bank or such other bank constituting an "Acceptable CD Issuer" (as defined in the Supplemental Interest Trust Owner Pledge Agreement) to secure the performance and payment of Lessee's obligations hereunder. One certificate of deposit shall be issued in the principal amount of SIX MILLION TEN THOUSAND SIX HUNDRED TWO AND 12/100 DOLLARS (v$6,010,602.12) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations other certificate of deposit shall be issued in the principal amount of NINE HUNDRED FIFTY-FOUR THOUSAND DOLLARS ($954,000). The Certificates of Deposit will be delivered to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelyKey Bank National Association, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 which shall hold the assets Certificates of Deposit as custodian for KCCI and SELCO in accordance with the Owner Pledge Agreement. The Lessee shall execute and deliver to Owner a Notice of Lease and Leasehold Deed of Trust granting to Owner a Lien on the Lessee's interest in the Leased Property. In consideration of the Trust Fundmutual covenants and agreements herein contained, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated parties hereto agree as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundYield Maintenance Agreements, (ii) the Class X Pre-Funding Account, (iii) the Swap Agreement, (iv) the Supplemental Capitalized Interest Trust (v) the obligation to pay Class I ShortfallsAccount, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Reserve Fund (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the “Upper-Tier” or “Master” REMIC”): Pooling ). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Middle-Tier REMIC and the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC Interests in the Middle-Tier REMIC (other than the Class MT-A-R Interest), the Class P Reserve Fund and the Class A-R Reserve Fund. The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC 1, MiddleInterests in the Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1Interest). Each uncertificated interest in Pooling Middle-Tier REMIC 1 Interest (other than the Class MT-A-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC regular interest(each, a “Middle-Tier REMIC Regular Interest”). The Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interestsTrust Fund (except for any related Excluded Trust Property). Each such interest, Lower-Tier REMIC Interest (other than the LT1Class LT-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in the Lower-Tier REMIC (each, a “Lower-Tier REMIC Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC The Lower-Tier REMIC Regular Interests shall have the initial principal amounts and pass-through rates as set forth in the following table: REMIC Interest Initial Principal Amount Pass-Through Rate LT-P&I (1.) (2) LT-Subs-PO (3) (4) LT-Subs-IO (5) (5) LT-R (6) (6) ____________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling ). There shall be a REMIC 1, related to the Aggregate Pool: Lower-Tier REMIC 1, Middle1 and there shall be a single upper-tier REMIC: the Upper-Tier REMIC 1REMIC. Each Certificate, other than the Residual Certificates and the Exchangeable Certificates, and each Uncertificated REMIC Interest shall represent ownership of a regular interest in the Upper-Tier REMIC 1for purposes of the REMIC Provisions. Pooling Lower-Tier REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, Fund related to the Aggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest. The Upper-Tier REMIC shall hold the uncertificated REMIC regular interests issued by Lower-Tier REMIC 1. Each of the Certificates (other than the Class A-R Certificate and the Exchangeable Certificates) and the Uncertificated REMIC Interests represent ownership of regular interests in the Upper-Tier REMIC. The Upper-Tier REMIC shall also issue the Class LTA-R Certificate, which is hereby designated as the sole residual interest in Pooling the Upper-Tier REMIC. The latest possible maturity date of all REMIC 1regular interests created in this Agreement shall be the date three years following the Latest Possible Maturity Date. Each uncertificated interest in Pooling The Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest. The Lower Tier Interests in Lower-Tier REMIC 1 shall hold have the uncertificated interests issued by Pooling REMIC 1 class designations, initial principal amounts, interest rates and shall issue several uncertificated interests. Each such interestcorresponding Pool, other than Subgroup or Class of Certificates as set forth in the following table: Class Designation Initial Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT1-R Interest, is hereby designated as a REMIC regular interest. The SG1-A (0.9% of SP Subgroup 1-1) (1) (4) 1-1 LT1-R Interest is hereby designated as the sole residual interest in LowerSG1-Tier REMIC B (0.1% of SP Subgroup 1.-1) (1) (4) 1-1 LT1-SG1-C (Excess of Subgroup 1-1) (1) (4) 1-1 LT1-SG2-A (0.9% of SP Subgroup 1-2) (1) 5.50% 1-2 LT1-SG2-B (0.1% of SP Subgroup 1-2) (1) 5.50% 1-2 LT1-SG2-C (Excess of Subgroup 1-2) (1) 5.50% 1-2 LT1-SG3-A (0.9% of SP Subgroup 1-3) (1) 6.00% 1-3 LT1-SG3-B (0.1% of SP Subgroup 1-3) (1) 6.00% 1-3 LT1-SG3-C (Excess of Subgroup 1-3) (1) 6.00% 1-3 LT1-SG4-A (0.9% of SP Subgroup 1-4) (1) (4) 1-4 LT1-SG4-B (0.1% of SP Subgroup 1-4) (1) (4) 1-4 LT1-SG4-C (Excess of Subgroup 1-4) (1) (4) 1-4 LT1-SG5-A (0.9% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG5-B (0.1% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG5-C (Excess of Subgroup 2-1) (1) (4) 2-1 LT1-SG6-A (0.9% of SP Subgroup 2-2) (1) (4) 2-2 LT1-SG6-B (0.1% of SP Subgroup 2-2) (1) (4) 2-2 LT1-SG6-C (Excess of Subgroup 2-2) (1) (4) 2-2 LT1-SG7-A (0.9% of SP Subgroup 3-1) (1) 6.00% 3-1 LT1-SG7-B (0.1% of SP Subgroup 3-1) (1) 6.00% 3-1 LT1-SG7-C (Excess of Subgroup 3-1) (1) 6.00% 3-1 LT1-SG8-A (0.9% of SP Subgroup 3-2) (1) 6.25% 3-2 LT1-SG8-B (0.1% of SP Subgroup 3-2) (1) 6.25% 3-2 LT1-SG8-C (Excess of Subgroup 3-2) (1) 6.25% 3-2 LT1-SG9-A (0.9% of SP Subgroup 3-3) (1) (4) 3-3 LT1-SG9-B (0.1% of SP Subgroup 3-3) (1) (4) 3-3 LT1-SG9-C (Excess of Subgroup 3-3) (1) (4) 3-3 LT1-A-P (3) (4) A-P LT1-A-X (2) (4) A-X LT1-P $100.00 0.00% N/A LT-R-1 (5) (5) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap Counterpartyany NIMS Insurer. The Depositor, the Trustee and Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundSwap Agreement, (ii) the Class X Account, right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than any Excluded Trust Assetsthe LT2-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 2 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X AccountSwap Agreement, (iii) the Swap AgreementSupplemental Interest Trust, (iv) the Supplemental Interest Trust Cap Agreement, (v) the obligation to pay Class I Shortfalls, (vi) the Class X Account, (vii) the Class C Distributable Amount, (viii) the Collateral Account and (viix) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundAdditional Collateral, (ii) the Class X AccountSwap Agreement, (iii) the Swap AgreementTrust, (iv) the Supplemental Interest Trust any payments with respect to Basis Risk or Net WAC Shortfall Carryover Amounts, and (v) the obligation payments with respect to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1, ,” “Lower-Tier REMIC 2,” “Middle-Tier REMIC 1,” and the “Upper-Tier” or “Master REMIC”). Each Certificate, and other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1for purposes of the REMIC Provisions. Pooling The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC Interests in the Middle-Tier REMIC 1 shall hold the assets of the Trust Fund, (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class 1-MT-R Interest) and the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 2 (other than the Class 2-LT-R CertificateInterest), which is hereby designated as the sole residual interest in Pooling REMIC Class 1-P Reserve Fund, the Class 2-P Reserve Fund, and the Class A-R Reserve Fund. Each uncertificated interest in Pooling Middle-Tier REMIC 1 Interest (other than the Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”), and each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interestinterest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund related to Pool 1 (other than any related Excluded Trust Property). Each Lower-Tier REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the LT1Class 1-LT-R Interest, ) is hereby designated as a regular interest in Lower-Tier REMIC regular interest1 (each, a “Lower-Tier REMIC 1 Regular Interest”). The LT1Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund related to Pool 2 (other than any related Excluded Property). Each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the sole residual Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1., each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-F1 $ 13,140,750.62 (2) LT1-V1 $ 13,140,750.62 (3) LT1-F2 $ 12,749,953.24 (2) LT1-V2 $ 12,749,953.24 (3) LT1-F3 $ 13,699,778.97 (2) LT1-V3 $ 13,699,778.97 (3) LT1-F4 $ 11,906,918.20 (2) LT1-V4 $ 11,906,918.20 (3) LT1-F5 $ 12,998,836.05 (2) LT1-V5 $ 12,998,836.05 (3) LT1-F6 $ 11,678,936.42 (2) LT1-V6 $ 11,678,936.42 (3) LT1-F7 $ 10,497,268.96 (2) LT1-V7 $ 10,497,268.96 (3) LT1-F8 $ 12,081,540.82 (2) LT1-V8 $ 12,081,540.82 (3) LT1-F9 $ 10,564,312.41 (2) LT1-V9 $ 10,564,312.41 (3) LT1-F10 $ 9,522,957.75 (2) LT1-V10 $ 9,522,957.75 (3) LT1-F11 $ 9,243,035.14 (2) LT1-V11 $ 9,243,035.14 (3) LT1-F12 $ 8,971,334.81 (2) LT1-V12 $ 8,971,334.81 (3) LT1-F13 $ 8,707,615.38 (2) LT1-V13 $ 8,707,615.38 (3) LT1-F14 $ 9,219,600.03 (2) LT1-V14 $ 9,219,600.03 (3) LT1-F15 $ 11,628,457.10 (2) LT1-V15 $ 11,628,457.10 (3) LT1-F16 $ 9,126,565.56 (2) LT1-V16 $ 9,126,565.56 (3) LT1-F17 $ 11,257,903.22 (2) LT1-V17 $ 11,257,903.22 (3) LT1-F18 $ 8,205,141.28 (2) LT1-V18 $ 8,205,141.28 (3) LT1-F19 $ 12,463,533.34 (2) LT1-V19 $ 12,463,533.34 (3) LT1-F20 $ 8,321,465.50 (2) LT1-V20 $ 8,321,465.50 (3) LT1-F21 $ 10,289,976.97 (2) LT1-V21 $ 10,289,976.97 (3) LT1-F22 $ 6,082,021.88 (2) LT1-V22 $ 6,082,021.88 (3) LT1-F23 $ 6,436,280.97 (2) LT1-V23 $ 6,436,280.97 (3) LT1-F24 $ 5,714,105.01 (2) LT1-V24 $ 5,714,105.01 (3) LT1-F25 $ 5,546,131.75 (2) LT1-V25 $ 5,546,131.75 (3) LT1-F26 $ 6,119,873.75 (2) LT1-V26 $ 6,119,873.75 (3) LT1-F27 $ 9,781,824.28 (2) LT1-V27 $ 9,781,824.28 (3) LT1-F28 $ 5,856,292.79 (2) LT1-V28 $ 5,856,292.79 (3) LT1-F29 $ 4,742,711.76 (2) LT1-V29 $ 4,742,711.76 (3) LT1-F30 $ 8,806,937.57 (2) LT1-V30 $ 8,806,937.57 (3) LT1-F31 $ 4,665,005.44 (2) LT1-V31 $ 4,665,005.44 (3) LT1-F32 $ 9,523,120.28 (2) LT1-V32 $ 9,523,120.28 (3) LT1-F33 $ 4,457,052.50 (2) LT1-V33 $ 4,457,052.50 (3) LT1-F34 $ 12,058,763.84 (2) LT1-V34 $ 12,058,763.84 (3) LT1-F35 $ 12,260,200.43 (2) LT1-V35 $ 12,260,200.43 (3) LT1-F36 $ 3,079,700.01 (2) LT1-V36 $ 3,079,700.01 (3) LT1-F37 $ 2,989,171.77 (2) LT1-V37 $ 2,989,171.77 (3) LT1-F38 $ 2,901,302.69 (2) LT1-V38 $ 2,901,302.69 (3) LT1-F39 $ 2,816,014.67 (2) LT1-V39 $ 2,816,014.67 (3) LT1-F40 $ 2,733,231.96 (2) LT1-V40 $ 2,733,231.96 (3) LT1-F41 $ 2,652,880.99 (2) LT1-V41 $ 2,652,880.99 (3) LT1-F42 $ 2,574,890.40 (2) LT1-V42 $ 2,574,890.40 (3) LT1-F43 $ 2,499,190.86 (2) LT1-V43 $ 2,499,190.86 (3) LT1-F44 $ 2,425,715.14 (2) LT1-V44 $ 2,425,715.14 (3) LT1-F45 $ 2,354,397.93 (2) LT1-V45 $ 2,354,397.93 (3) LT1-F46 $ 2,330,531.29 (2) LT1-V46 $ 2,330,531.29 (3) LT1-F47 $ 2,216,659.19 (2) LT1-V47 $ 2,216,659.19 (3) LT1-F48 $ 2,208,348.53 (2) LT1-V48 $ 2,208,348.53 (3) LT1-F49 $ 2,086,516.45 (2) LT1-V49 $ 2,086,516.45 (3) LT1-F50 $ 2,542,973.71 (2) LT1-V50 $ 2,542,973.71 (3) LT1-F51 $ 5,045,640.14 (2) LT1-V51 $ 5,045,640.14 (3) LT1-F52 $ 1,801,405.83 (2) LT1-V52 $ 1,801,405.83 (3) LT1-F53 $ 6,501,945.45 (2) LT1-V53 $ 6,501,945.45 (3) LT1-F54 $ 2,602,835.34 (2) LT1-V54 $ 2,602,835.34 (3) LT1-F55 $ 1,575,950.80 (2) LT1-V55 $ 1,575,950.80 (3) LT1-F56 $ 11,238,654.65 (2) LT1-V56 $ 11,238,654.65 (3) LT1-F57 $ 1,797,873.74 (2) LT1-V57 $ 1,797,873.74 (3) LT1-F58 $ 16,870,197.43 (2) LT1-V58 $ 16,870,197.43 (3) LT1-F59 $ 18,826,784.25 (2) LT1-V59 $ 18,826,784.25 (3) 1-LT-R (1) (1) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap Counterpartyany NIMS Insurer. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X AccountInitial Cap Agreement, (iii) the Swap Class A3 Cap Agreement, (iv) the Supplemental Interest Trust Pre-funding Accounts and (v) the obligation to pay Class I ShortfallsCapitalized Interest Account, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits (each, each a “REMIC”): Pooling ” or, in the alternative, REMIC 1, LowerREMIC 2, REMIC 3, REMIC 4, and REMIC 5; REMIC 5 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 15 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-Tier SIO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Middle-REMIC 2, REMIC 3, REMIC 4, and the Upper Tier REMIC 1for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 4, and Upper-each such Lower Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 Interest is hereby designated as a regular interest in REMIC regular interest4 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 4 shall hold as its assets the several Classes of uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 3, and shall issue several uncertificated interests. Each each such interest, other than the LT1-R Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest3. The LT1-R REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as the sole residual a regular interest in Lower-REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1., and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4, and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundSwap Agreement, (ii) the Class X Accountright to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Swap AgreementBasis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than any Excluded Trust Assetsthe LT2-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 2 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor Seller has acquired the Mortgage Loans from EMC Mortgage Corporation (the "Mortgage Loan Seller, and at ") on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Seller has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundFund in exchange for the Certificates. All covenants and agreements made by the Seller in Seller, the Mortgage Loan Sale Agreement and by the DepositorOriginator, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided hereinCertificateholders. The Seller, the Swap Counterparty. The Depositor, the Trustee Originator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created herebyhereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, The Trustee on behalf of the Trustee Trust shall elect that make an election for the assets constituting the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits a REMIC. On the Closing Date, all the Classes of Certificates (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1Class R Certificates) will be designated "regular interests" in the REMIC and the Class R Certificates will be designated the "residual interest" in the REMIC. As of the Cut-R Interestoff Date, is hereby designated the Mortgage Loans had an aggregate Scheduled Principal Balance of $366,031,956.72. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders under the Mortgage Loan Purchase Agreement and this Agreement. However, the Mortgage Loan Seller and the Seller will hereunder absolutely assign, and as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual precautionary matter grant a security interest in Lower-Tier REMIC 1and to, its rights, if any, in the Trust Fund and the Mortgage Loans to the Trustee on behalf of Certificateholders to ensure that the interest of the Certificateholders hereunder in the Mortgage Loans is fully protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Additional Collateral and the assets deposited in the Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “"REMIC”): Pooling REMIC 1" or, as more specifically indicated below, the "Lower-Tier REMIC 1, Middle-Tier REMIC 1, and REMIC," the "Upper-Tier REMIC 1REMIC," and the "Group 2 REMIC" respectively). Pooling REMIC Each Group 1 shall hold the assets of the Trust FundCertificate, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT1-R CertificateLTR and Class 1-AR Certificates, which is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the related Sub Account of the Reserve Fund as provided in Section 5.02 and Section 5.06. The owners of the Interest-Only Certificates beneficially own the Sub Accounts that compose the Reserve Fund. The Class 1-AR Certificate is hereby designated as the sole class of residual interest in Pooling the Upper-Tier REMIC. The Class 1-LTR Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the "1-LTR Interest"). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund related to the Pool 1 Mortgage Loans other than the Additional Collateral, the assets held in the Reserve Fund, and the interests in any REMIC formed hereby. Each uncertificated interest in Pooling REMIC 1 Lower-Tier Interest other than the 1-LTR Interest is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT11-R Interest, is hereby designated as a REMIC regular interest. The LT1-R LTR Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all Lower-Tier Interests other than the 1-LTR Interest. Each Group 2 Certificate, other than the Class 2-AR Certificates, is hereby designated as a regular interest in the Group 2 REMIC, as described herein. The Class 2-AR Certificate is hereby designated as the sole class of residual interest in the Group 2 REMIC. The Group 2 REMIC shall hold as its assets all property of the Trust Fund related to the Pool 2 Mortgage Loans. THE LOWER-TIER REMIC INTERESTS The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Initial Class Corresponding Class of Designation Interest Rate Principal Amount Certificate(s) -------------- ------------- ---------------- ---------------------- LT-1A1 (1.) $133,459,050.00 1-A1, 1-AR, 1-XA LT-1A2 (1) $ 14,829,000.00 1-A2, 1-XA LT-1B1 (1) $ 2,093,000.00 1-B1, 1-XB LT-1B2 (1) $ 1,395,000.00 1-B2, 1-XB LT-1B3 (1) $ 1,706,000.00 1-B3 LT-1B4 (1) $ 697,000.00 1-B4 LT-1B5 (1) $ 543,000.00 1-B5 LT-1B6 (1) $ 310,325.00 1-B6 1-LTR (2) (2) 1-LTR

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Trust Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Trust Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, as more specifically indicated below, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class AR-L and Class AR Certificates, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class AR Certificate is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust AssetsREMIC formed hereby. The Lower-Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC, and shall issue several uncertificated interests and shall also issue the as described herein. The Class LTAR-R Certificate, which L Certificate is hereby designated as the sole class of residual interest in Pooling the Lower-Tier REMIC. The Upper-Tier REMIC 1shall hold as its assets all Lower-Tier Interests. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. The Lower-Tier REMIC 1 shall hold Interest The following table sets forth (or describes) the uncertificated interests issued by Pooling REMIC 1 Class designation, interest rate, and shall issue several uncertificated interests. Each such interest, other than initial Class Principal Amount for the LT1Class of Lower-R Tier Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in : Lower-Tier REMIC Interest Initial Class Designation Interest Rate Principal Amount LT-Pool (1) (2) 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificate Insurer. The Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, 1-A Cap Agreement and (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Net Funds Cap Shortfalls and Unpaid Basis Risk Net Funds Cap Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, each a “REMIC”): Pooling ” or, in the alternative, “REMIC 1, Lower-Tier ” and “REMIC 1, Middle-Tier 2”; REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall 2 also issue the Class LT-R Certificate, which is hereby designated being referred to as the sole residual interest in Pooling REMIC 1“Upper Tier REMIC”). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interestCertificate, other than the LT1-Class X, Class CX, and Class R InterestCertificates, is hereby designated as represents ownership of a regular interest in the Upper Tier REMIC regular interestfor purposes of the REMIC Provisions. The LT1Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 15 of the table below for REMIC 2. In addition, each Certificate, other than the Class R, Class X, Class CX, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive (i) proceeds received from the Cap Agreement to the extent not applied as required herein to pay Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls on the Class 1-A1 Certificates and (ii) the Class CX Excess Cap Amount. The Class R Interest is hereby designated as Certificate represents ownership of the sole Class of residual interest in Lower-each of REMIC 1 and the Upper Tier REMIC 1for purposes of the REMIC Provisions.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap CounterpartyCertificate Insurer. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Class X AccountPool 2 Basis Risk Reserve Fund, (iii) the Class 1-A1 Cap Agreement, (iv) the Class 2-A1 Cap Agreement, (v) the Swap Agreement, (ivvi) the Supplemental Interest Trust (vvii) the obligation to pay Class I Shortfalls, and (viviii) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four seven real estate mortgage investment conduits (each, a “REMIC”): ). There shall be four REMICs related to Pool 1: Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Middle Tier REMIC 1, and Upper-Tier REMIC 1. There shall be three REMICs related to Pool 2: the Pooling REMIC 2, the Lower-Tier REMIC 2, and the Upper-Tier REMIC 2. Pooling REMIC 1 shall hold the assets of the Trust FundFund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R R-1 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class LT1-R Interest, is hereby designated as a REMIC regular interest. The Class LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap Counterpartyany NIMS Insurer. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, Cap Agreements and (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Net Funds Cap Shortfalls and Unpaid Basis Risk Net Funds Cap Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, each a “REMIC”): Pooling ” or, in the alternative, “REMIC 1, Lower-Tier ,” “REMIC 1, Middle-Tier 2,” and “REMIC 1, and Upper-Tier 3”; REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall 3 also issue the Class LT-R Certificate, which is hereby designated being referred to as the sole residual interest in Pooling REMIC 1“Upper Tier REMIC”). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interestCertificate, other than the LT1-Class X, Class CX, and Class R InterestCertificates, is hereby designated as represents ownership of a regular interest in the Upper Tier REMIC regular interestfor purposes of the REMIC Provisions. The LT1Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 18 of the table below for REMIC 3. In addition, each Certificate, other than the Class R, Class 2-AIO, Class X, Class CX, and Class P Certificates, represents the right to receive (i) proceeds from the Cap Agreements which are not used to pay Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls on the Class 1-A1, Class 2-A1, Class 2-A2 and Class 2-A3 Certificates and (ii) payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive the Class CX Excess Cap Amount. The Class R Interest is hereby designated as Certificate represents ownership of the sole Class of residual interest in Lower-each of REMIC 1, REMIC 2, and the Upper Tier REMIC 1for purposes of the REMIC Provisions.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerPursuant to this Indenture, and at the Closing Date there is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee eight Classes of the Mortgage Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and the other property constituting the Trust FundClass B-2 Notes. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Owner Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Class A Notes, as further defined herein, and to the extent provided hereinClass B Notes, the Swap CounterpartyCounterparty (as specified herein) and the Note Insurer (as specified herein). The Depositor, the Owner Trustee and the Master Servicer are is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinSimultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Trustee shall elect that Transfer and Assignment Agreement and the Trust Fund Dealer Agreements (exclusive of to the extent related to the financed Receivables); (if) the Basis Risk Reserve Fund, original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (iig) the Class X Account, Interest Rate Swap Agreement; and (iiih) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, proceeds of any and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets all of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.foregoing;

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, Middle“Lower-Tier REMIC 12”, and “Upper-Tier REMIC 1” and “Upper-Tier REMIC 2”). Pooling REMIC 1 shall hold Each Certificate related to the assets of the Trust FundAggregate Pool, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-A R Certificate, which is hereby designated as shall represent ownership of a regular interest in Upper-Tier REMIC 1 for purposes of the REMIC Provisions. The Class A R Certificate represents ownership of the sole class of residual interest in Pooling the Upper-Tier REMIC. The Upper-Tier REMIC 1. Each shall hold as assets the several classes of uncertificated interest Lower-Tier Interests in Pooling Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest(other than the Class LT1-A-R Interest). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to the Aggregate Pool (except for any related Excluded Trust Property). The uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1A-R Interest is hereby designated as represents ownership of the sole class of residual interest in Lower-Tier REMIC 1.. Each Certificate related to the Pool 6, other than the Class 6-A-R Certificate, shall represent ownership of a regular interest in Upper-Tier REMIC 2 for purposes of the REMIC Provisions. The Class 6-A-R Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC 2. Upper-Tier REMIC 2 shall hold as assets the several classes of uncertificated Lower-Tier Interests in Lower-Tier REMIC 2 (other than the Class LT2-A-R Interest). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to the Pool 6 (except for any related Excluded Trust Property). The uncertificated Class LT2-A-R Interest represents ownership of the sole class of residual interest in Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the Collateral Account, (ix) the right to receive FPD Premiums and (x) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, Lowerother than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, MiddleREMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and Upper-each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Pooling REMIC 1 shall hold as its assets the assets property of the Trust Fund, Fund other than any the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: REMIC 1 shall issue several one uncertificated interests and interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which is hereby designated as shall represent the sole class of residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualifying Substitute Mortgage Loan is hereby designated as a REMIC regular interest. Lower-Tier substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall hold the uncertificated interests issued by Pooling first pay or charge as an expense of REMIC 1 and shall issue several uncertificated interests. Each all expenses of the Trust Fund for such interestDistribution Date, other than any expenses in respect of the LT1Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-R Interestdescribed interest rates. On each Distribution Date, is hereby designated as a the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC regular interest. The LT1-R 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificate Insurer. The Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, Cap Agreement and (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Net Funds Cap Shortfalls and Unpaid Basis Risk Net Funds Cap Shortfalls (collectively, the “Excluded Trust AssetsProperty”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, each a “REMIC”): Pooling ” or, in the alternative, “REMIC 1, Lower-” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1REMIC”). Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Excluded Trust AssetsNet Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.07. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. REMIC 1 The following table sets forth (or describes) the Class designation, interest rate, and shall issue several uncertificated interests and shall also issue the initial principal amount for each Class of REMIC 1 Lower Tier Interests. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificates or Component Class LT-1A (1) $ 49,044,000.00 A1 Class LT-A2 (1) $ 31,111,000.00 A2 Class LT-A3A (1) $ 7,595,000.00 A3A Class LT-A3B (1) $ 17,720,500.00 A3B Class LT-A4A (1) $ 5,859,500.00 A4A Class LT-A4B (1) $ 5,859,500.00 A4B Class LT-M1 (1) $ 2,677,500.00 M1 Class LT-M2 (1) $ 2,179,500.00 M2 Class LT-M3 (1) $ 2,304,000.00 M3 Class LT-Q (1) $ 124,724,207.99 N/A Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.(2) (2) N/A

PRELIMINARY STATEMENT. The Depositor has acquired This Agreement amends, restates and supersedes in its entirety the Pooling and Servicing Agreement, dated February 12, 1998, among NationsBanc Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing DateCapital Corporation ("NMCC"), the Depositor will acquire and the Certificates from Trustee (the "Original Trust Agreement"). The formation of the Trust Fund as consideration for its transfer pursuant to the Original Trust Fund Agreement in advance of the Mortgage Loans and Delivery Date was effected as an administrative convenience in order to facilitate the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance timely assignment to the Trustee of the Mortgage Loans that had been originated or acquired by NMCC prior to the effective date of the Merger and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Assignment described below (such Mortgage Loan Sale Agreement and by the DepositorLoans, the Master Servicer and "NMCC Mortgage Loans"). Under the Trustee herein with respect to Original Trust Agreement, NMCC, as the sole beneficiary of the Trust, retained the entire beneficial interest in the Mortgage Loans and the other property constituting the Trust Fund are for the benefit assets of the Holders from time to time Trust, all responsibility for their servicing and administration, and custody of all related documents. On February 17, 1998, NMCC merged with and into NB Holdings Corporation, which then assigned all of NMCC's rights and obligations, including all its rights and obligations in respect of the Certificates NMCC Mortgage Loans under the Original Trust Agreement and its 100% ownership of the Depositor, to the extent provided hereinMortgage Loan Seller (such transactions, the Swap Counterparty"Merger and Assignment"). As a result of the Merger and Assignment, the Mortgage Loan Seller became the successor to NMCC in all respects as regards the NMCC Mortgage Loans, and the Depositor became a wholly-owned subsidiary of the Mortgage Loan Seller. Effective on the Delivery Date, the Original Trust Agreement will be amended and restated by this Agreement. The Mortgage Loan Seller will transfer any remaining Mortgage Loans (the "NationsBank Mortgage Loans") to the Depositor, which will in turn transfer such Mortgage Loans to the Trustee Trust, in each case on or prior to the Delivery Date, and the Master Servicer are entering into in accordance with this Agreement, the Mortgage Loan Seller and the Trustee is accepting Depositor will make certain representations and warranties and be required to deliver certain documents and take such other actions in respect of all the Mortgage Loans. The Mortgage Loan Seller will also transfer its 100% beneficial interest in the Trust Fund to the Depositor on the Delivery Date, and on and after such date such interest will be represented solely by the Certificates (in the aggregate) in accordance with this Agreement. The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedhereunder. As provided herein, the Trustee shall will elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two separate real estate mortgage investment conduits (each"REMIC I" and the "REMIC II," respectively). The Class A-1, a “REMIC”): Pooling Class A-2, Class A-3, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates constitute "regular interests" in REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1II, and Upperthe Class R-Tier II Certificates constitute the sole class of "residual interest" in REMIC 1. Pooling REMIC 1 shall hold the assets II for purposes of the Trust FundREMIC Provisions. The Class LA-1, other than any Excluded Trust AssetsClass LA-2, Class LA-3, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LWAC-1 and Class LWAC-2 Uncertificated Interests constitute "regular interests" in REMIC I and the Class R-II Certificates constitute the sole class of "residual interest" in REMIC I created hereunder for purposes of the REMIC Provisions. The following table sets forth the designation, the Pass-Through Rate, and shall issue several uncertificated interests and shall also issue the Initial Class LTPrincipal Balance for each of the Classes of REMIC II Regular Certificates. Initial Class Designation Pass-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC Through Rate Principal Balance ----------- ----------------- ----------------- Class A-1 6.484% per annum $199,017,108 Class A-2 6.425% per annum $81,648,044 Class A-3 6.395% per annum $433,755,237 Class X-1 Variable (1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC ) N/A(2) Class X-2 Variable (1.) N/A(3) Class B 6.436% per annum $53,581,529 Class C 6.648% per annum $56,133,030 Class D 6.803% per annum $48,478,526 Class E 7.300% per annum $25,515,013 Class F 7.050% per annum $51,030,027 Class G 5.000% per annum $10,206,005 Class H 5.000% per annum $25,515,013 Class J 5.000% per annum $12,247,206 Class K 5.000% per annum $23,473,819 --------------------------------- [FN]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”): Pooling , the “Middle-Tier REMIC” and the “Upper-Tier REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1, for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MT-R Interest). The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, Interests (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated Interest). The Lower-Tier REMIC shall hold as assets all property of the sole residual interest Trust Fund other than the interests in Pooling another REMIC 1formed hereby. Each uncertificated interest in Pooling Middle-Tier REMIC 1 Interest (other than the Class MT-R Interest) is hereby designated as a REMIC regular interestinterest in the Middle-Tier REMIC. Each Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the LT1Class LT-R Interest, ) is hereby designated as a regular interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC regular interestinterests created in this Agreement shall be the Latest Possible Maturity Date. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC The Lower Tier Interests shall have the class designations, initial principal amounts, interest rates and corresponding Pool or Class of Certificates as set forth in the following table: Class Designation Initial Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT-SG1-A (0.9% of SP Subgroup 1.-1) (1) 6.00% 1-1 LT-SG1-B (0.1% of SP Subgroup 1-1) (1) 6.00% 1-1 LT-SG1-C (Excess of Subgroup 1-1) (1) 6.00% 1-1 LT-SG2-A (0.9% of SP Subgroup 1-2) (1) 6.50% 1-2 LT-SG2-B (0.1% of SP Subgroup 1-2) (1) 6.50% 1-2 LT-SG2-C (Excess of Subgroup 1-2) (1) 6.50% 1-2 LT-1-A-P (2) 0.00% A-P LT-1-A-X (3) 6.00% 1-A-X LT-SG3-A (0.9% of SP Subgroup 2-1) (1) 6.00% 2-1 LT-SG3-B (0.1% of SP Subgroup 2-1) (1) 6.00% 2-1 LG-SG3-C (Excess of Subgroup 2-1) (1) 6.00% 2-1 LT-SG4-A (0.9% of SP Subgroup 2-2) (1) 8.00% 2-2 LT-SG4-B (0.1% of SP Subgroup 2-2) (1) 8.00% 2-2 LT-SG4-C (Excess of Subgroup 2-2) (1) 8.00% 2-2 LT-R (4) (4) N/A _______________

PRELIMINARY STATEMENT. The Seller has acquired the Mortgage Loans from the Originator. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and in this Agreement and by the Depositor, the Master Servicer Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, Depositor and the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral and assets held in the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (eacheach a "REMIC" or, a “in the alternative, the "Lower Tier REMIC”): Pooling REMIC 1, Lower-" and the "Upper Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1REMIC," respectively). Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LTA-R Certificate and the Class LTR Certificate, which shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is hereby designated as beneficially owned by the owners of the Interest Only Certificates. The Class A-R Certificate represents the sole class of residual interest in Pooling REMIC 1the Upper Tier REMIC. Each uncertificated The Class LTR Certificate represents the sole class of residual interest in Pooling the Lower Tier REMIC. The Upper Tier REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC and each such Lower Tier Interest is hereby designated as a REMIC regular interest. Lower-interest in the Lower Tier REMIC 1 for purposes of the REMIC Provisions. The Lower Tier REMIC shall hold as its assets the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, property of the Trust Fund other than the LT1-R InterestLower Tier Interests, is hereby designated as a the Basis Risk Reserve Fund and the Additional Collateral. THE LOWER TIER REMIC regular interest. INTERESTS The LT1-R Interest is hereby designated as following table sets forth (or describes) the sole residual class designation, interest in Lower-rate, initial principal amount, and corresponding class of certificates for each class of Lower Tier REMIC 1.Interests:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Class X AccountPool 2 Basis Risk Reserve Fund, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust Trust, (v) the Group 1 Cap Agreement, (vi) the obligation to pay Class I Shortfalls, and (vivii) the rights to receive (and the obligations obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Shortfalls, and (viii) the Class X Account (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four seven real estate mortgage investment conduits (each, a “REMIC”): ) in two tiered structures. Specifically, Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 11 shall relate to Pool 1 and Pooling REMIC 2, Lower-Tier REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 2. Pooling REMIC 1 shall hold the assets of the Trust FundFund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R R-1 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X AccountSwap Agreement, (iii) the Swap AgreementSupplemental Interest Trust, (iv) the Supplemental Interest Trust Class 3-A1A Cap Agreement, (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Additional Collateral) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, Middle“Lower-Tier REMIC 12” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, and other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets for purposes of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the REMIC Provisions. The Class LTA-R Certificate, which is hereby designated as Certificate represents ownership of the sole class of residual interest in Pooling the Upper-Tier REMIC. The Upper-Tier REMIC 1. Each shall hold as assets the several classes of uncertificated interest Lower-Tier REMIC Interests in Pooling Lower-Tier REMIC 1 is hereby designated as a and Lower-Tier REMIC regular interest2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund relating to Aggregate Pool I (except for any related Additional Collateral). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Pool 6 (except for any related Additional Collateral). Each Lower-Tier REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the Class LT1-A-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 1999-4 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Notes and to the extent provided herein, the Swap CounterpartyNote Insurer. The Depositor, the Trustee and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (exclusive of (ia) the Basis Risk Reserve FundMortgage Loans in Pool I, Pool II and Pool III listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (iib) the Class X Account, (iii) Unaffiliated Seller's Agreement and the Swap Sale and Servicing Agreement, (ivc) the Supplemental Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Payment Accounts, the Note Insurance Payment Account, the Pre-Funding Accounts, the Capitalized Interest Trust Accounts and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (v) but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the obligation Pre-Funding Accounts, which income shall belong to pay Class I Shortfallsand be for the account of the Servicer), and (vie) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the rights payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelyNote Insurance Policy. In addition, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold Indenture Trustee agrees that it will acknowledge the assets Grant on each Subsequent Transfer Date of the Trust Fundrelated Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, other than any Excluded Trust Assets, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and shall issue several uncertificated interests in the Sale and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each Servicing Agreement are satisfied on or prior to such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Obligations, Series 1998-NMC1, which will consist of four classes of bonds (collectively the conveyance to the Trustee of the Mortgage Loans "Bonds"), designated and the other property constituting the Trust Fundissuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyBonds. The Depositor, the Trustee and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the Trustee shall elect that exclusive benefit of the Trust Fund Holders of the Bonds, all of the Issuer's right, title and interest in and to (exclusive of (ia) the Basis Risk Reserve FundMortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Indenture Trustee pursuant to the Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date whenever received and all other proceeds received in respect of such Mortgage Loans, and any Qualified Replacement Mortgage Loan, (iib) the Class X Account, (iii) the Swap Servicing Agreement, (ivc) the Supplemental Interest Trust Mortgage Loan Sale Agreement, (vd) the obligation Mortgage Loan Contribution Agreement, (e) the Management Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to pay Class I Shortfallsbe deposited in the Collection Account and the Bond Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Bond Account, which income shall belong to and be for the account of the Indenture Trustee), and (vih) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds and to secure (x) the rights payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (and perform the obligations duties herein required to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold end that the assets interests of the Trust Fund, other than any Excluded Trust Assets, Holders of the Bonds may be adequately and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1effectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Additional Collateral) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, Middle“Lower-Tier REMIC 12” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, and other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets for purposes of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the REMIC Provisions. The Class LTA-R Certificate, which is hereby designated as Certificate represents ownership of the sole class of residual interest in Pooling the Upper-Tier REMIC. The Upper-Tier REMIC 1. Each shall hold as assets the several classes of uncertificated interest Lower-Tier REMIC Interests in Pooling Lower-Tier REMIC 1 is hereby designated as a and Lower-Tier REMIC regular interest2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund relating to Aggregate Pool I (except for any related Additional Collateral). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Pool 7 (except for any related Additional Collateral). Each Lower-Tier REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the Class LT1-A-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Seller, the Servicer, the Credit Risk Manager and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap CounterpartyNIMS Insurer, if any. The Depositor, the Trustee Seller, the Servicer, the Trustee, and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundSwap Agreement, (ii) the Class X AccountA1 Reserve Fund, (iii) the Swap Cap Agreement, (iv) the Supplemental Interest Trust right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, REMIC 3 and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 3, other than any Excluded Trust Assetsthe LT3-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest3 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 3 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall issue several hold as its assets the uncertificated interests. Each such interestLower Tier Interests in REMIC 1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the LT1-R Interest Lower Tier Interest) is hereby designated as the sole residual a regular interest in LowerREMIC 1 (the “REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-Tier REMIC I-1A $ 13,439,681.72 (1.) LT1-I-1B $ 13,439,681.72 (2) LT1-I-2A $ 13,232,923.85 (1) LT1-I-2B $ 13,232,923.85 (2) LT1-I-3A $ 13,044,747.82 (1) LT1-I-3B $ 13,044,747.82 (2) LT1-I-4A $ 12,872,205.53 (1) LT1-I-4B $ 12,872,205.53 (2) LT1-I-5A $ 12,712,355.62 (1) LT1-I-5B $ 12,712,355.62 (2) LT1-I-6A $ 12,562,281.28 (1) LT1-I-6B $ 12,562,281.28 (2) LT1-I-7A $ 12,419,109.42 (1) LT1-I-7B $ 12,419,109.42 (2) LT1-I-8A $ 12,280,031.06 (1) LT1-I-8B $ 12,280,031.06 (2) LT1-I-9A $ 12,142,322.68 (1) LT1-I-9B $ 12,142,322.68 (2) LT1-I-10A $ 12,002,871.64 (1) LT1-I-10B $ 12,002,871.64 (2) LT1-I-11A $ 11,621,468.91 (1) LT1-I-11B $ 11,621,468.91 (2) LT1-I-12A $ 11,152,309.87 (1) LT1-I-12B $ 11,152,309.87 (2) LT1-I-13A $ 10,702,182.42 (1) LT1-I-13B $ 10,702,182.42 (2) LT1-I-14A $ 10,270,310.73 (1) LT1-I-14B $ 10,270,310.73 (2) LT1-I-15A $ 9,855,950.74 (1) LT1-I-15B $ 9,855,950.74 (2) LT1-I-16A $ 9,458,388.84 (1) LT1-I-16B $ 9,458,388.84 (2) LT1-I-17A $ 9,076,940.66 (1) LT1-I-17B $ 9,076,940.66 (2) LT1-I-18A $ 8,710,949.86 (1) LT1-I-18B $ 8,710,949.86 (2) LT1-I-19A $ 8,359,786.94 (1) LT1-I-19B $ 8,359,786.94 (2) LT1-I-20A $ 8,022,848.16 (1) LT1-I-20B $ 8,022,848.16 (2) LT1-I-21A $ 7,699,554.52 (1) LT1-I-21B $ 7,699,554.52 (2) LT1-I-22A $ 7,389,350.66 (1) LT1-I-22B $ 7,389,350.66 (2) LT1-I-23A $ 7,091,701.38 (1) LT1-I-23B $ 7,091,701.38 (2) LT1-I-24A $ 95,713,099.11 (1) LT1-I-24B $ 95,713,099.11 (2) LT1-I-25A $ 2,712,160.10 (1) LT1-I-25B $ 2,712,160.10 (2) LT1-I-26A $ 2,612,938.60 (1) LT1-I-26B $ 2,612,938.60 (2) LT1-I-27A $ 2,517,348.08 (1) LT1-I-27B $ 2,517,348.08 (2) LT1-I-28A $ 2,425,255.39 (1) LT1-I-28B $ 2,425,255.39 (2) LT1-I-29A $ 2,336,532.30 (1) LT1-I-29B $ 2,336,532.30 (2) LT1-I-30A $ 2,251,055.27 (1) LT1-I-30B $ 2,251,055.27 (2) LT1-I-31A $ 2,168,705.35 (1) LT1-I-31B $ 2,168,705.35 (2) LT1-I-32A $ 2,089,367.90 (1) LT1-I-32B $ 2,089,367.90 (2) LT1-I-33A $ 2,012,932.57 (1) LT1-I-33B $ 2,012,932.57 (2) LT1-I-34A $ 1,939,292.99 (1)

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Initial Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Initial Mortgage Loans Loans, an initial deposit to each Pre-Funding Account of the Original Pre-Funded Amount with respect to the related Mortgage Pool, an initial deposit to the Capitalized Interest Account in an amount sufficient to satisfy the aggregate Capitalized Interest Requirement on the Certificates during the Pre-Funding Period, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans any Subsequent Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Additional Collateral, the assets held in the Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Capitalized Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Account and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Pre-Funding Accounts) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (eacheach a "REMIC" or, a “in the alternative, the "Lower Tier REMIC”): Pooling REMIC 1, Lower-" and the "Upper Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1REMIC," respectively). Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assetsthe Class R Certificate and the Class LT-R Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the Class X-0, Xxxxx X-0, Class M-1, Class M-2 and Class X Certificates represent the right to receive payments from the Reserve Fund as provided in Section 5.06. The owners of the Class X Certificates beneficially own the Reserve Fund. The Class R Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Class LT-R Certificate represents the sole class of residual interest in the Lower Tier REMIC. The Lower Tier REMIC shall issue several classes of uncertificated interests Lower Tier Interests and each such uncertificated Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC will hold as its assets the entire beneficial interest in each Class of uncertificated Lower Tier Interests. The Lower Tier REMIC shall also issue the Class LT-R Certificate, which is hereby designated as the sole class of residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-the Lower Tier REMIC 1 for purposes of the REMIC Provisions. The Lower Tier REMIC shall hold as its assets the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, property of the Trust Fund other than the LT1Lower Tier Interests, the Additional Collateral, the Reserve Fund, the Capitalized Interest Account, and the Pre-Funding Accounts. THE LOWER TIER REMIC INTERESTS The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Lower Tier REMIC Interests. Corresponding Class of Lower Tier Class Lower Tier Initial Class Certificate(s) Designation Interest Rate Principal Amount or Component ------------------ ------------- ---------------- ---------------------- Class LT-A1 (1) $ 125,000,000.00 Class A1 Class LT-A2 (1) $ 75,900,000.00 Class A2 Class LT-M1 (1) $ 2,870,000.00 Class M1 Class LT-M2 (1) $ 1,230,000.00 Class M2 Class XX-Xxxx 0XXX (2) $ 102,041.08 N/A Class LT-Pool 1N (2) $ 127,448,986.03 N/A Class LT-Pool 2PSA (3) $ 61,958.92 N/A Class LT-Pool 2N (3) $ 77,387,013.97 N/A Class LT-Q (1) $ 410,000,000.02 N/A Class LT-R Interest, is hereby designated as a REMIC regular interest. The LT1(4) (4) Class LT-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.---------------------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerPursuant to this Indenture, and at the Closing Date there is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee eight Classes of the Mortgage Loans Notes, designated as Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes, Class A-4-B Notes and the other property constituting the Trust FundClass B Notes. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Owner Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Class A Notes, as further defined herein, and to the extent provided hereinClass B Notes, the Swap CounterpartyCounterparty (as specified herein) and the Note Insurer (as specified herein). The Depositor, the Owner Trustee and the Master Servicer are is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinSimultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Trustee shall elect that Transfer and Assignment Agreement and the Trust Fund Dealer Agreements (exclusive of to the extent related to the financed Receivables); (if) the Basis Risk Reserve Fund, original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (iig) the Class X Account, Interest Rate Swap Agreement; and (iiih) the Swap Agreementproceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, (iv) to the Supplemental Interest Trust (v) the obligation to pay Class I Shortfallsextent provided in this Indenture, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.proceeds thereof;

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is a party to the owner of Purchase and Sale Agreement, the Mortgage Loans Elective Purchase Agreement and the Conditional Asset Purchase Agreement (collectively, the "Assigned Agreements") and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, (A) the Depositor will acquire assign the Certificates from the Trust Fund as consideration for its transfer Assigned Agreements to the Trust Fund Trustee in trust for the benefit of Certificateholders; (B) the Trustee will execute and authenticate the Certificates; (C) the Trustee will, at the direction of the Mortgage Loans Depositor, deliver the Class A-1 and Class A-2 Certificates to the Underwriter in exchange for a cash purchase price therefor; (D) the Trustee will deliver such proceeds and the other property constituting Class B and Class R Certificates to the Trust FundSeller pursuant to the Purchase and Sale Agreement in exchange for the Pooled Securities; and (E) the Trustee will hold such Pooled Securities in trust for the benefit of Certificateholders and apply payments received thereon and the proceeds of disposition thereof in accordance with the terms of this Agreement. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans Pooled Securities and the other property constituting issuance of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Pooled Securities are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and the Master Servicer are Depositor is entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates (other than the Class B and Class R Certificates) issued hereunder have been offered for sale pursuant to a Prospectus Supplement, dated October 31, 2000 (the "Prospectus Supplement"), to a Prospectus, dated January 27, 2000 (together with the Prospectus Supplement, the "Prospectus") of the Depositor. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee shall will elect that to treat the Trust Fund (exclusive consisting of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation Pooled Securities and other related assets subject to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated this Agreement as a REMIC for federal income tax purposes. The Class A-1, Class A-2 and Class B Certificates will represent the "regular interests" and the Class R Certificate will represent the sole class of "residual interests" in the REMIC for purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust FundREMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, other than any Excluded Trust Assetsthe Remittance Rate, initial Class Principal Balance and shall issue several uncertificated interests and shall also issue Final Scheduled Distribution Date for each Class of Certificates which together constitute the entire beneficial ownership interest in the REMIC. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii). Initial Class Principal Final Scheduled Designation Balance Remittance Rate Distribution Date ----------- ----------------------- --------------- ----------------- Class A-1 $2,271,534,000 (1) November 27, 2001 Class A-2 $757,178,000 6.68% November 27, 2001 Class B $417,962,000 6.5%(2) November 27, 2001 Class R N/A N/A November 27, 2001 ---------------- 1 The Remittance Rate for the Class LT-R Certificate, which A-1 Certificates is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1equal to LIBOR plus 0.03%.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator, the Servicers and the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Trustee, the Securities Administrator, the Servicers and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC”): Pooling REMIC 1(iii) the Corridor Contract and the Corridor Contract Account, Lower-Tier REMIC 1(iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall which in turn will hold the assets Swap Agreement and the Cap Contract. The SWAP REMIC will consist of all of the assets constituting the Trust Fund, Fund (other than any Excluded Trust Assetsthe assets described in clauses (ii), (iii), (iv) and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest(v) above, other than the LT1-SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class SWR Interest as the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class SWR Interest, is hereby designated as a REMIC regular interestthe Class LTR Interest and the Residual Interest. The LT1-R Interest is "latest possible maturity date" for federal income tax purposes of all interests created hereby designated as will be the sole residual Latest Possible Maturity Date. THE SWAP REMIC The following table sets forth the designations, initial principal balances and interest rates for each interest in Lowerthe SWAP REMIC: Class Initial Principal Balance Interest Rate ------ ------------------------- ------------- SW-Tier REMIC Z $35,890,698.240 (1.) SW-1A $ 3,476,927.500 (2) SW-1B $ 3,476,927.500 (3) SW-2A $ 3,205,483.000 (2) SW-2B $ 3,205,483.000 (3) SW-3A $ 3,793,586.500 (2) SW-3B $ 3,793,586.500 (3) SW-4A $ 5,437,897.000 (2) SW-4B $ 5,437,897.000 (3) SW-5A $ 5,668,133.500 (2) SW-5B $ 5,668,133.500 (3) SW-6A $ 5,819,374.000 (2) SW-6B $ 5,819,374.000 (3) SW-7A $ 5,843,266.000 (2) SW-7B $ 5,843,266.000 (3) SW-8A $ 5,684,886.500 (2) SW-8B $ 5,684,886.500 (3) SW-9A $ 5,361,403.000 (2) SW-9B $ 5,361,403.000 (3) SW-10A $ 4,632,018.000 (2) SW-10B $ 4,632,018.000 (3) SW-11A $ 4,235,820.000 (2) SW-11B $ 4,235,820.000 (3) SW-12A $ 3,767,356.500 (2) SW-12B $ 3,767,356.500 (3) SW-13A $ 3,531,590.000 (2) SW-13B $ 3,531,590.000 (3) SW-14A $ 3,042,967.500 (2) SW-14B $ 3,042,967.500 (3) SW-15A $19,318,703.500 (2) SW-15B $19,318,703.500 (3) SW-16A $ 3,046,741.000 (2) SW-16B $ 3,046,741.000 (3) SW-17A $ 3,698,447.000 (2) SW-17B $ 3,698,447.000 (3) XX-00X $ 3,401,182.000 (2) SW-18B $ 3,401,182.000 (3) SW-19A $ 3,185,965.500 (2) SW-19B $ 3,185,965.500 (3) SW-20A $ 4,406,817.000 (2) SW-20B $ 4,406,817.000 (3) SW-21A $ 2,852,665.000 (2) SW-21B $ 2,852,665.000 (3) SW-22A $ 2,418,965.500 (2) SW-22B $ 2,418,965.500 (3) SW-23A $ 2,299,973.000 (2) SW-23B $ 2,299,973.000 (3) SW-24A $ 2,071,534.000 (2) SW-24B $ 2,071,534.000 (3) SW-25A $ 1,885,178.500 (2) SW-25B $ 1,885,178.500 (3) SW-26A $ 1,616,726.500 (2) SW-26B $ 1,616,726.500 (3) SW-27A $ 1,625,724.500 (2) SW-27B $ 1,625,724.500 (3) SW-28A $ 2,136,745.000 (2) SW-28B $ 2,136,745.000 (3) SW-29A $ 2,245,742.500 (2) SW-29B $ 2,245,742.500 (3) SW-30A $ 9,125,921.000 (2) SW-30B $ 9,125,921.000 (3) SW-31A $ 1,324,096.000 (2) SW-31B $ 1,324,096.000 (3) SW-32A $ 1,789,258.500 (2) SW-32B $ 1,789,258.500 (3) SW-33A $ 1,722,629.000 (2) SW-33B $ 1,722,629.000 (3) SW-34A $ 1,505,770.500 (2) SW-34B $ 1,505,770.500 (3) SW-35A $ 1,526,324.500 (2) SW-35B $ 1,526,324.500 (3) SW-36A $ 1,411,795.500 (2) SW-36B $ 1,411,795.500 (3) SW-37A $ 1,368,540.000 (2) SW-37B $ 1,368,540.000 (3) SW-38A $ 1,259,701.500 (2) SW-38B $ 1,259,701.500 (3) SW-39A $ 1,359,461.500 (2) SW-39B $ 1,359,461.500 (3) SW-40A $ 1,704,297.000 (2) XX-00X $ 1,704,297.000 (3) SW-41A $ 2,243,023.000 (2) SW-41B $ 2,243,023.000 (3) SW-42A $ 2,335,806.000 (2) SW-42B $ 2,335,806.000 (3) SW-43A $ 2,362,108.500 (2) SW-43B $ 2,362,108.500 (3) SW-44A $ 2,387,769.500 (2) SW-44B $ 2,387,769.500 (3) SW-45A $ 2,370,438.000 (2) SW-45B $ 2,370,438.000 (3) SW-46A $ 2,218,489.000 (2) SW-46B $ 2,218,489.000 (3) SW-47A $ 4,218,707.500 (2) SW-47B $ 4,218,707.500 (3) SW-48A $ 4,134,838.000 (2) SW-48B $ 4,134,838.000 (3) SW-49A $ 4,061,443.000 (2) SW-49B $ 4,061,443.000 (3) SW-50A $ 3,676,073.500 (2) SW-50B $ 3,676,073.500 (3) SW-51A $ 3,178,958.500 (2) SW-51B $ 3,178,958.500 (3) SW-52A $ 2,901,561.500 (2) SW-52B $ 2,901,561.500 (3) SW-53A $ 2,493,724.500 (2) SW-53B $ 2,493,724.500 (3) SW-54A $14,151,692.500 (2) SW-54B $14,151,692.500 (3) SWR (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap Counterpartyany NIMS Insurer. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundPre-Funding Accounts, (ii) the Class X Capitalized Interest Account, (iii) the Swap AgreementBasis Risk Reserve Fund, and (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Cap Agreement (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2 (REMIC 2 also being referred to as the “Upper Tier REMIC”): Pooling )). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 19 of the table below for such REMIC. In addition, each Offered Certificate, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R CertificateInterest, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 shall hold as its assets the uncertificated interests issued by Pooling property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and shall issue several uncertificated intereststhe Excluded Trust Property. Each such interestThe startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, other than for purposes of the LT1REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial Class Principal Amount for each class of Lower Tier Interests in REMIC 1. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1) $ 127,367,750.00 A1 LT-A2 (1) $ 27,039,000.00 A2 LT-A3 (2) $ 61,806,250.00 A3 LT-A4 (2) $ 13,815,500.00 A4 LT-A5 (3) $ 90,171,750.00 A5 LT-A6 (3) $ 37,387,000.00 A6 LT-A7 (3) $ 27,784,750.00 A7 LT-A8 (4) $ 61,496,750.00 A8 LT-A9 (4) $ 14,128,500.00 A9 LT-A10 (5) $ 25,000,000.00 X00 XX-X00 (5) $ 8,062,750.00 X00 XX-X0 (5) $ 15,590,500.00 M1 LT-M2 (5) $ 11,827,250.00 M2 LT-M3 (5) $ 3,494,500.00 M3 LT-M4 (5) $ 3,494,500.00 M4 LT-M5 (5) $ 3,763,250.00 M5 LT-M6 (5) $ 1,612,750.00 M6 LT-M7 (5) $ 1,075,250.00 X0 XX-Xxxx-0-XXX (1) $ 1,026,381.28 N/A LT-Pool-1-N (1)(7) $ 204,699,432.89 N/A LT-Pool-2-PSA (2) $ 502,664.20 N/A LT-Pool-2-N (2)(7) $ 100,252,295.64 N/A LT-Pool-3-PSA (3) $ 1,032,600.71 N/A LT-Pool-3-N (3)(7) $ 568,257,970.28 N/A LT-Pool-4-PSA (4) $ 502,697.99 N/A LT-Pool-4-N (4)(7) $ 276,642,850.86 N/A LT-Q (5) $ 462,588,524.01 N/A LT-R Interest, is hereby designated as a REMIC regular interest. The LT1-(6) (6) R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1._______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of four REMICs: the Subsidiary REMIC A, the Subsidiary REMIC B, the Intermediate REMIC, and the Master REMIC. The Subsidiary REMIC A will consist of all of the assets constituting the Loan Group 1 Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion $50 put in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are trust for the benefit of the Holders from time to time of Class LG1-SP Regular Interest (excluding the Certificates and to the extent provided hereinPre-funding Account, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this AgreementCapitalized Interest Account, and the Trustee is accepting the Trust Excess Reserve Fund created hereby, for good Account) and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of will be evidenced by (i) the Basis Risk Reserve Fund, Subsidiary REMIC A Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC A and (ii) the SAR Interest as the single "residual interest" in the Subsidiary REMIC A. The Subsidiary REMIC B will consist of all of the assets constituting the Loan Group 2 Mortgage Loans and $50 put in trust for the benefit of the Class X LG2-SP Regular Interest (excluding the Pre-funding Account, the Capitalized Interest Account, and the Excess Reserve Fund Account) and will be evidenced by (iiii) the Swap AgreementSubsidiary REMIC B Regular Interests, which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC B and (ivii) the Supplemental SBR Interest Trust as the single "residual interest" in the Subsidiary REMIC B. The Trustee will hold the Subsidiary REMIC A Regular Interests and the Subsidiary B REMIC Regular Interests for the benefit of the Intermediate REMIC. The Intermediate REMIC will consist of the Subsidiary REMIC A Regular Interests and Subsidiary REMIC B Regular Interests and will be evidenced by (vi) the obligation to pay Intermediate REMIC Regular Interest, which will be uncertificated and will represent the "regular interests" in the Intermediate REMIC and (ii) the IR Interest as the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Intermediate REMIC Regular Interests and will be evidenced by (i) the Regular Certificates, which will represent the "regular interests" in the Master REMIC and (ii) the MR Interest as the single "residual interest" in the Master REMIC. The Class I ShortfallsAR Certificates will represent beneficial ownership of the SAR Interest, the SBR Interest, IR Interest, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated MR Interest. The "latest possible maturity date" for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold of all interests created hereby will be the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interestLatest Possible Maturity Date. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier Subsidiary REMIC 1.A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Obligations, Series 1997-NMC1 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Bonds and to the extent provided herein, the Swap CounterpartyBond Insurer. The Depositor, the Trustee and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Bonds and the Bond Insurer, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Indenture Trustee pursuant to the Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the applicable Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the applicable Cut-off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, and any Qualified Replacement Mortgage Loan, (b) the MBIA Insurance Policy, (c) the Servicing Agreement, (d) the Mortgage Loan Sale Agreement, (e) the Mortgage Loan Contribution Agreement, (f) the Management Agreement, (g) the Insurance Policies, (h) all cash, instruments or other property held or required to be deposited in the Collection Account and the Bond Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Trustee Collection Account, which income shall elect that belong to and be for the Trust Fund (exclusive account of the Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Bond Account, which income shall belong to and be for the account of the Indenture Trustee), (i) all proceeds of the Basis Risk Reserve Fundconversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and for the benefit of the Bond Insurer to secure (x) the payment of all amounts due on the Bonds in accordance with their terms, (iiy) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, payment of all other sums payable under this Indenture and (viz) compliance with the rights provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Bonds may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and benefit of the Bondholders in accordance with the terms hereof and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1MBIA Insurance Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 1999-1 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Notes and to the extent provided herein, the Swap CounterpartyNote Insurer. The Depositor, the Trustee and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (exclusive of (ia) the Basis Risk Reserve FundMortgage Loans in both Pool I and Pool II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (iib) the Class X Account, (iii) Unaffiliated Seller's Agreement and the Swap Sale and Servicing Agreement, (ivc) the Supplemental Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Distribution Accounts, the Note Insurance Payment Account, the Pre-Funding Accounts, the Capitalized Interest Trust Accounts and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (v) but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the obligation Pre-Funding Accounts, which income shall belong to pay Class I Shortfallsand be for the account of the Servicer), and (vie) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the rights payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelyNote Insurance Policy. In addition, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold Indenture Trustee agrees that it will acknowledge the assets Grant on each Subsequent Transfer Date of the Trust Fundrelated Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, other than any Excluded Trust Assets, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and shall issue several uncertificated interests in the Sale and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each Servicing Agreement are satisfied on or prior to such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Seller has acquired the Mortgage Loans from the Initial Seller. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Initial Seller and the Seller in the Mortgage Loan Sale Purchase Agreements and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the additional collateral, assets held in the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Agreement and the obligations assets held in any account created thereunder and under the Auction Administration Agreement (to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded extent that such agreement or accounts are deemed to be part of the Trust Assets”Fund)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (eacheach a "REMIC" or, a “in the alternative, the "Lower Tier REMIC”): Pooling REMIC 1, Lower-" and the "Upper Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1REMIC," respectively). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interestCertificate, other than the LT1Class A-R Certificate and the Class LTR Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the Class 1A-1 and Class 1A-2 Certificates represents rights under the Auction Administration Agreement and each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the owners of the Interest Only Certificates. The Class LTR Certificate represents the sole class of residual interest in the Lower Tier REMIC. The Class A-R Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC and each such Lower Tier Interest, other than the interest represented by the Class LTR Certificate, is hereby designated as a regular interest in the Lower Tier REMIC regular interestfor purposes of the REMIC Provisions. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Lower Tier REMIC 1.shall hold

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its ____________________________ Notes (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided hereinNotes[, the Insurer and the Swap CounterpartyProvider]. The Depositor, the Trustee and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Trustee, for the exclusive benefit of the Holders of the Notes [and the Insurer,] all of the Issuer's right, title and interest in and to (a) the Pledged Mortgages identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the Custodian herewith, and all interest and principal received or receivable by the Issuer on or with respect to the Pledged Mortgages after the Cut-Off Date and all interest and principal payments on the Pledged Mortgages received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Pledged Mortgages on or before the Cut-off Date, and all other proceeds received in respect of such Pledged Mortgages, (b) the Issuer's rights under the Mortgage Loan Purchase Agreement, the Trustee shall elect that Management Agreement, the Trust Fund Administration Agreement, the Swap Agreement, the Master Servicing Agreement, the Assignment and Assumption Agreement and the Master Mortgage Loan Purchase Agreement [(c) the Insurance Policies,] (d) all cash, instruments or other property held or required to be deposited in the Note Account or the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account or the Note Account), (e) property that secured a Pledged Mortgage that has become an REO property, and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, [and for the benefit of the Insurer and the Swap Provider,] and to secure (i) the Basis Risk Reserve Fundpayment of all amounts due on the Notes in accordance with their terms, (ii) the Class X Accountpayment of all other sums payable under this Indenture with respect to the Notes, (iii) compliance with the Swap Agreementprovisions of this Indenture, all as provided in this Indenture, (iv) the Supplemental Interest Trust payment of all amounts due by the Issuer to the [Insurer, including the obligations of the Issuer to the Insurer under this Indenture, the Administration Agreement and the Insurance Agreement, and (v) the obligation payment of all amounts due by the Issuer to pay Class I Shortfallsthe Swap Provider, including the obligations of the Issuer to the Swap Provider under the Swap Agreement.] All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and (vi) agrees to perform the rights duties herein required to receive (the best of its ability to the end that the interests of the Holders of the Notes [and the obligations to pay) Basis Risk Shortfalls Insurer] may be adequately and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1effectively protected. Pooling REMIC 1 shall [The Trustee agrees that it will hold the assets Insurer's Policy in trust and that it will hold any proceeds of any claim made upon the Insurer's Policy, solely for the use and benefit of the Trust Fund, other than any Excluded Trust Assets, Noteholders in accordance with the terms hereof and shall issue several uncertificated interests and shall also issue of the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Insurer's Policy.]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee and Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the Collateral Account, (ix) any PPTL Premium and (x) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, Lowerother than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, MiddleREMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and Upper-each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Pooling REMIC 1 shall hold as its assets the assets property of the Trust Fund, Fund other than any the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: REMIC 1 shall issue several one uncertificated interests and interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which is hereby designated as shall represent the sole class of residual interest in Pooling REMIC 1. Each uncertificated REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualifying Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in Pooling REMIC 1 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC regular interest. Lower2 (the “REMIC 2 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT2-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1A $31,932,422.20 (1) LT2-F1 $11,157,000.00 (2) LT2-V1 $11,157,000.00 (3) LT2-F2 $10,827,500.00 (2) LT2-V2 $10,827,500.00 (3) LT2-F3 $10,507,500.00 (2) LT2-V3 $10,507,500.00 (3) LT2-F4 $10,198,000.00 (2) LT2-V4 $10,198,000.00 (3) LT2-F5 $10,058,000.00 (2) LT2-V5 $10,058,000.00 (3) LT2-F6 $ 9,443,000.00 (2) LT2-V6 $ 9,443,000.00 (3) LT2-F7 $ 9,321,000.00 (2) LT2-V7 $ 9,321,000.00 (3) LT2-F8 $ 9,045,500.00 (2) LT2-V8 $ 9,045,500.00 (3) LT2-F9 $ 8,778,000.00 (2) LT2-V9 $ 8,778,000.00 (3) LT2-F10 $ 8,968,000.00 (2) LT2-V10 $ 8,968,000.00 (3) LT2-F11 $10,073,000.00 (2) LT2-V11 $10,073,000.00 (3) LT2-F12 $10,300,000.00 (2) LT2-V12 $10,300,000.00 (3) LT2-F13 $10,217,000.00 (2) LT2-V13 $10,217,000.00 (3) LT2-F14 $10,114,500.00 (2) LT2-V14 $10,114,500.00 (3) LT2-F15 $ 9,995,000.00 (2) LT2-V15 $ 9,995,000.00 (3) LT2-F16 $ 9,857,500.00 (2) LT2-V16 $ 9,857,500.00 (3) LT2-F17 $ 9,704,000.00 (2) LT2-V17 $ 9,704,000.00 (3) LT2-F18 $ 9,534,000.00 (2) LT2-V18 $ 9,534,000.00 (3) LT2-F19 $ 9,351,000.00 (2) LT2-V19 $ 9,351,000.00 (3) LT2-F20 $ 9,153,500.00 (2) Class Designation Initial Principal Balance Interest Rate LT2-F20 $ 9,153,500.00 (2) LT2-V20 $ 9,153,500.00 (3) LT2-F21 $ 8,944,000.00 (2) LT2-V21 $ 8,944,000.00 (3) LT2-F22 $ 8,723,000.00 (2) LT2-V22 $ 8,723,000.00 (3) LT2-F23 $30,059,500.00 (2) LT2-V23 $30,059,500.00 (3) LT2-F24 $16,155,500.00 (2) LT2-V24 $16,155,500.00 (3) LT2-F25 $14,120,500.00 (2) LT2-V25 $14,120,500.00 (3) LT2-F26 $10,735,500.00 (2) LT2-V26 $10,735,500.00 (3) LT2-F27 $ 8,369,500.00 (2) LT2-V27 $ 8,369,500.00 (3) LT2-F28 $ 6,645,500.00 (2) LT2-V28 $ 6,645,500.00 (3) LT2-F29 $ 5,345,500.00 (2) LT2-V29 $ 5,345,500.00 (3) LT2-F30 $ 4,339,000.00 (2) LT2-V30 $ 4,339,000.00 (3) LT2-F31 $ 3,542,000.00 (2) LT2-V31 $ 3,542,000.00 (3) LT2-F32 $ 2,897,500.00 (2) LT2-V32 $ 2,897,500.00 (3) LT2-F33 $ 2,755,000.00 (2) LT2-V33 $ 2,755,000.00 (3) LT2-F34 $ 2,619,500.00 (2) LT2-V34 $ 2,619,500.00 (3) LT2-F35 $ 2,490,500.00 (2) LT2-V35 $ 2,490,500.00 (3) LT2-F36 $ 2,369,000.00 (2) LT2-V36 $ 2,369,000.00 (3) LT2-F37 $ 2,252,500.00 (2) LT2-V37 $ 2,252,500.00 (3) LT2-F38 $ 2,142,500.00 (2) LT2-V38 $ 2,142,500.00 (3) LT2-F39 $ 2,037,000.00 (2) LT2-V39 $ 2,037,000.00 (3) LT2-F40 $ 1,937,500.00 (2) LT2-V40 $ 1,937,500.00 (3) LT2-F41 $ 1,842,000.00 (2) LT2-V41 $ 1,842,000.00 (3) LT2-F42 $ 1,752,500.00 (2) LT2-V42 $ 1,752,500.00 (3) Class Designation Initial Principal Balance Interest Rate LT2-F43 $ 1,666,000.00 (2) LT2-V43 $ 1,666,000.00 (3) LT2-F44 $ 1,584,500.00 (2) LT2-V44 $ 1,584,500.00 (3) LT2-F45 $ 1,506,500.00 (2) LT2-V45 $ 1,506,500.00 (3) LT2-F46 $ 1,433,000.00 (2) LT2-V46 $ 1,433,000.00 (3) LT2-F47 $ 1,362,500.00 (2) LT2-V47 $ 1,362,500.00 (3) LT2-F48 $ 1,296,500.00 (2) LT2-V48 $ 1,296,500.00 (3) LT2-F49 $ 1,232,000.00 (2) LT2-V49 $ 1,232,000.00 (3) LT2-F50 $ 1,171,500.00 (2) LT2-V50 $ 1,171,500.00 (3) LT2-F51 $ 1,114,500.00 (2) LT2-V51 $ 1,114,500.00 (3) LT2-F52 $ 1,059,500.00 (2) LT2-V52 $ 1,059,500.00 (3) LT2-F53 $ 1,007,500.00 (2) LT2-V53 $ 1,007,500.00 (3) LT2-F54 $ 958,500.00 (2) LT2-V54 $ 958,500.00 (3) LT2-F55 $ 911,000.00 (2) LT2-V55 $ 911,000.00 (3) LT2-F56 $ 867,000.00 (2) LT2-V56 $ 867,000.00 (3) LT2-F57 $ 824,000.00 (2) LT2-V57 $ 824,000.00 (3) LT2-F58 $ 787,000.00 (2) LT2-V58 $ 787,000.00 (3) LT2-F59 $ 748,500.00 (2) LT2-V59 $ 748,500.00 (3) LT2-F60 $ 711,000.00 (2) LT2-V60 $ 711,000.00 (3) LT2-F61 $ 676,000.00 (2) LT2-V61 $ 676,000.00 (3) LT2-F62 $ 643,000.00 (2) LT2-V62 $ 643,000.00 (3) LT2-F63 $ 610,500.00 (2) LT2-V63 $ 610,500.00 (3) LT2-F64 $ 581,000.00 (2) LT2-V64 $ 581,000.00 (3) LT2-F65 $ 552,000.00 (2) LT2-V65 $ 552,000.00 (3) Class Designation Initial Principal Balance Interest Rate LT2-F65 $ 552,000.00 (2) LT2-V65 $ 552,000.00 (3) LT2-F66 $ 525,000.00 (2) LT2-V66 $ 525,000.00 (3) LT2-F67 $ 498,500.00 (2) LT2-V67 $ 498,500.00 (3) LT2-F68 $ 474,500.00 (2) LT2-V68 $ 474,500.00 (3) LT2-F69 $ 450,500.00 (2) LT2-V69 $ 450,500.00 (3) LT2-F70 $ 428,500.00 (2) LT2-V70 $ 428,500.00 (3) LT2-F71 $ 8,246,500.00 (2) LT2-V71 $ 8,246,500.00 (3) LT2-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.(4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X AccountSwap Agreement, (iii) the Swap AgreementAccount, (iv) the Cap Agreement, (v) the Cap Account, (vi) the Supplemental Interest Trust Trust, (vvii) the obligation to pay Class I Shortfalls, (viii) the Collateral Account (ix) any FPD Premiums, and (vix) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) ), be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, Middle-Tier REMIC 2, and the Upper-Tier REMIC 1REMIC. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerPursuant to this Indenture, and at the Closing Date there is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee five Classes of the Mortgage Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the other property constituting the Trust FundClass B Notes. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Owner Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided Class A Notes, as further defined herein, and the Swap CounterpartyClass B Notes and the Note Insurer. The Depositor, the Owner Trustee and the Master Servicer are is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinSimultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the rights, title, interest and benefits of the Owner Trustee in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor), (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all certificates of title to such Financed Vehicles, (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Trustee shall elect that Transfer and Assignment Agreement and the Trust Fund Dealer Agreements (exclusive of to the extent related to the financed Receivables); (if) the Basis Risk Reserve Fund, original retail installment contracts and security agreements evidencing the Receivables; and (iig) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, proceeds of any and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets all of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1foregoing.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2000-1 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates Notes and to the extent provided herein, the Swap CounterpartyNote Insurer. The Depositor, the Trustee and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (exclusive of (ia) the Basis Risk Reserve FundMortgage Loans in Pool I and Pool II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (iib) the Class X Account, (iii) Unaffiliated Seller's Agreement and the Swap Sale and Servicing Agreement, (ivc) the Supplemental Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Payment Accounts, the Note Insurance Payment Account, the Pre-Funding Accounts, the Capitalized Interest Trust Accounts and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (v) but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the obligation Pre-Funding Accounts, which income shall belong to pay Class I Shortfallsand be for the account of the Servicer), and (vie) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the rights payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to receive (perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Policy in trust and that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelyPolicy. In addition, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold Indenture Trustee agrees that it will acknowledge the assets Grant on each Subsequent Transfer Date of the Trust Fundrelated Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, other than any Excluded Trust Assets, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and shall issue several uncertificated interests in the Sale and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each Servicing Agreement are satisfied on or prior to such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerPursuant to this Indenture, and at the Closing Date there is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee five Classes of the Mortgage Loans Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the other property constituting the Trust FundClass B Notes. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Owner Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and to the extent provided Class A Notes, as further defined herein, and the Swap CounterpartyClass B Notes and the Note Insurer. The Depositor, the Owner Trustee and the Master Servicer are is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinSimultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all certificates of title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Trustee shall elect that Transfer and Assignment Agreement and the Trust Fund Dealer Agreements (exclusive of to the extent related to the financed Receivables); (if) the Basis Risk Reserve Fund, original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; and (iig) the Class X Accountproceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, (iii) to the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfallsextent provided in this Indenture, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.proceeds thereof;

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (ii) the Class X Accountiv), (iii) the Swap Agreement, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than any Excluded Trust Assetsthe LT2-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 2 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the any Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve Fund, Fund (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”): Pooling )). Each Underlying REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, Certificate and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, each Certificate (other than any Excluded Trust Assetsthe Exchange and Exchangeable Certificates and the Class X, and shall issue several uncertificated interests and shall also issue the Class LT-R or Class R Certificate), represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate represents beneficial ownership of one or more regular interests in a REMIC for purposes of the REMIC Provisions. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIB for purposes of the REMIC Provisions. REMIC IIB shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIA, other than the Class R-2A Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC IIA and REMIC IIB. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date. REMIC I: REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as the sole residual a regular interest in Pooling REMIC 1I (the “REMIC I Regular Interests”). Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 I Regular Interest shall hold have an initial principal balance equal to the uncertificated interests issued by Pooling REMIC 1 Scheduled Principal Balance of the Mortgage Loan to which it relates and shall issue several uncertificated interestsbear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. Each In the event a Qualified Substitute Mortgage Loan is substituted for such interestMortgage Loan (the “Original Mortgage Loan”), other than no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the LT1Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I based on the above-R Interestdescribed interest rates. On each Distribution Date, is hereby designated the Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Penalty Amounts collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Due Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC I corresponding to the Mortgage Loan with respect to which such amounts were received. On each Distribution Date, the Trustee shall first pay or charge as a an expense of REMIC regular interest. The LT1-R Interest is hereby designated as I all expenses of the sole residual interest in Lower-Tier REMIC 1Trust Fund for such Distribution Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1-2 Basis Risk Reserve Fund, (ii) the Class X AccountPool 3 Basis Risk Reserve Fund, (iii) the Swap Agreement, (iv) the Swap Account, (v) the Supplemental Interest Trust Trust, (vvi) the Cap Agreement, (vii) the Cap Account, (viii) the obligation to pay Class I Shortfalls, and (viix) the rights to receive (and the obligations obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Shortfalls, and (x) the Collateral Account (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four seven real estate mortgage investment conduits (each, a “REMIC”): ) in two tiered structures. Specifically, Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 11 shall relate to Pool 1 and Pool 2 and Pooling REMIC 2, Lower-Tier REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 3. Pooling REMIC 1 shall hold the assets of the Trust FundFund related to Pool 1 and Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC ” or, in the alternative, the “Lower-Tier REMIC,” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class 1-AR Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class 1-AR Certificate is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC 1, Middle(the “LT-R Interest”). The Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 Interest is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: 193158 Sequoia 2006-1 Pooling and Servicing Agmt. Corresponding Pool Lower-Tier or Corresponding REMIC Interest Initial Class Class of Designation Interest Rate Principal Amount Certificates LT-Pool 1 (1.) (5) 1 LT-Pool 1 PSA (1) (6) 1 LT-Pool 2 (2) (5) 2 LT-Pool 2 PSA (2) (6) 2 LT-Pool 3 (3) (5) 3 LT-Pool 3 PSA (3) (6) 3 LT-R (4) (4) Class LT-R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator, the Asset Representations Reviewer and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator, the Asset Representations Reviewer and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed to elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). In addition, the Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder certain of the uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof. The Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, Fund other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the REMIC formed hereby. The Class LT-R Certificate, which Certificate evidences ownership of the residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and such LT-R Interest is hereby designated as the sole Class of residual interest in Pooling REMIC 1such Lower-Tier REMIC. Each Lower-Tier Interest referenced in the chart below that describes the Lower-Tier REMIC, other than the LT-R Interest, shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets all of the uncertificated interests issued by Pooling Lower-Tier Interests other than the LT-R Interest. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC 1 (the “UT-R Interest”) and shall issue several uncertificated interestssuch UT-R Interest is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. Each such interestUpper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC, other than the LT1UT-R Interest, is hereby designated as a REMIC regular interestinterest in the Upper-Tier REMIC. Each Certificate (other than the Class R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein). The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interest: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Upper-Tier Interest LT-A[ ] (1.) $ (2) UT-A[ ], UT-IO, UT-IO[ ], UT-IO[ ] LT-A[ ] (1) $ (2) UT-A[ ], UT-IO, UT-IO[ ] LT-A[ ] (1) $ (2) UT-A[ ], UT-IO, UT-IO[ ] LT-B1 (1) $ (2) UT-B1 LT-B2 (1) $ (2) UT-B2 LT-B3 (1) $ (2) UT-B3 LT-B4 (1) $ (2) UT-B4 LT-B5 (1) $ (2) UT-B5

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Securities Administrator as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting the portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, the Swap CounterpartyNIMs Insurer. The Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC”): Pooling REMIC 1(iii) each Corridor Contract and the Corridor Contract Account, Lower-Tier REMIC 1(iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall which in turn will hold the assets Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund, Fund (other than any Excluded Trust Assetsthe assets described in clauses (ii), (iii), (iv) and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest(v) above, other than the LT1-SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class SWR Interest as the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class SWR Interest, is hereby designated as a REMIC regular interestthe Class LTR Interest and the Residual Interest. The LT1-R Interest is "latest possible maturity date" for federal income tax purposes of all interests created hereby designated as will be the sole residual Latest Possible Maturity Date. THE SWAP REMIC The following table sets forth the designations, initial principal balances and interest rates for each interest in Lowerthe SWAP REMIC: Class Initial Principal Balance Interest Rate ----- ------------------------- ------------- 1-Tier REMIC SW1 $38,710,472.156 (1.) 1-SW1A $ 3,219,737.002 (2) 1-SW1B $ 3,219,737.002 (3) 1-SW2A $ 3,372,829.839 (2) 1-SW2B $ 3,372,829.839 (3) 1-SW3A $ 3,468,088.385 (2) 1-SW3B $ 3,468,088.385 (3) 1-SW4A $ 3,454,940.742 (2) 1-SW4B $ 3,454,940.742 (3) 1-SW5A $ 3,303,615.796 (2) 1-SW5B $ 3,303,615.796 (3) 1-SW6A $ 3,147,849.104 (2) 1-SW6B $ 3,147,849.104 (3) 1-SW7A $ 2,964,582.205 (2) 1-SW7B $ 2,964,582.205 (3) 1-SW8A $ 2,820,338.954 (2) 1-SW8B $ 2,820,338.954 (3) 1-SW9A $ 2,683,382.698 (2) 1-SW9B $ 2,683,382.698 (3) 1-SW10A $ 2,565,223.852 (2) 1-SW10B $ 2,565,223.852 (3) 1-SW11A $ 2,412,027.849 (2) 1-SW11B $ 2,412,027.849 (3) 1-SW12A $ 2,263,451.394 (2) 1-SW12B $ 2,263,451.394 (3) 1-SW13A $ 2,159,833.665 (2) 1-SW13B $ 2,159,833.665 (3) 1-SW14A $ 2,429,665.411 (2) 1-SW14B $ 2,429,665.411 (3) 1-SW15A $ 2,717,826.493 (2) 1-SW15B $ 2,717,826.493 (3) 1-SW16A $ 2,286,820.595 (2) 1-SW16B $ 2,286,820.595 (3) 1-SW17A $ 1,958,556.233 (2) 1-SW17B $ 1,958,556.233 (3) 1-SW18A $ 1,839,835.243 (2) 1-SW18B $ 1,839,835.243 (3) 1-SW19A $ 1,742,385.595 (2) 1-SW19B $ 1,742,385.595 (3) 1-SW20A $ 1,651,868.165 (2) 1-SW20B $ 1,651,868.165 (3) 1-SW21A $ 1,566,762.122 (2) 1-SW21B $ 1,566,762.122 (3) 1-SW22A $ 1,488,054.270 (2) 1-SW22B $ 1,488,054.270 (3) 1-SW23A $ 1,428,326.800 (2) 1-SW23B $ 1,428,326.800 (3) 1-SW24A $ 1,401,891.339 (2) 1-SW24B $ 1,401,891.339 (3) 1-SW25A $ 1,422,607.566 (2) 1-SW25B $ 1,422,607.566 (3) 1-SW26A $ 2,436,090.271 (2) 1-SW26B $ 2,436,090.271 (3) 1-SW27A $ 3,573,881.090 (2) 1-SW27B $ 3,573,881.090 (3) 1-SW28A $ 2,479,196.754 (2) 1-SW28B $ 2,479,196.754 (3) 1-SW29A $ 1,034,489.205 (2) 1-SW29B $ 1,034,489.205 (3) 1-SW30A $ 799,794.682 (2) 1-SW30B $ 799,794.682 (3) 1-SW31A $ 749,013.762 (2) 1-SW31B $ 749,013.762 (3) 1-SW32A $ 704,380.663 (2) 1-SW32B $ 704,380.663 (3) 1-SW33A $ 665,718.615 (2) 1-SW33B $ 665,718.615 (3) 1-SW34A $ 628,139.919 (2) 1-SW34B $ 628,139.919 (3) 1-SW35A $ 591,837.678 (2) 1-SW35B $ 591,837.678 (3) 1-SW36A $ 45,876.061 (2) 1-SW36B $ 45,876.061 (3) 1-SW37A $ 488,443.235 (2) 1-SW37B $ 488,443.235 (3) 1-SW38A $ 459,366.585 (2) 1-SW38B $ 459,366.585 (3) 1-SW39A $ 434,068.024 (2) 1-SW39B $ 434,068.024 (3) 1-SW40A $ 412,005.669 (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it Seller desires to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer sell to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders Purchaser from time to time all of Seller's right, title and interest in and to designated pools of full amortizing first lien residential Mortgage Loans eligible in the aggregate to back Securities with the terms described in related Takeout Commitments, each in the form of a 100% ownership interest evidenced by a Participation Certificate. Purchaser desires and may in its sole discretion purchase such Participation Certificates from Seller in accordance with the terms and conditions set forth in this Agreement. Seller, subject to the terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Seller and guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Purchaser or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor. Purchaser's willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is based on Purchaser's expectation, in reliance upon Seller's representations and warranties herein, that such Mortgage Loans in the aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security and that the Security, in the amount and with the terms described in the related Takeout Commitment, will be issued and Purchaser will receive Delivery thereof within the time period agreed upon between Purchaser and Seller and reflected in the terms of such Participation Certificate. The amount of the Certificates Purchase Price and the Completion Fee to be paid by Purchaser to Seller with respect to each Participation Certificate will be calculated on the extent provided expectation of Purchaser, based upon the representations and warranties of the Seller herein, that Purchaser will receive Delivery of the Swap CounterpartySecurity to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Purchaser on the specified Anticipated Delivery Date and that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Purchaser expects to rely entirely upon Seller to service the Mortgage Loans evidenced by the applicable Participation Certificate, it being acknowledged that the continued effectiveness of Seller's Approvals during such period constitutes an essential factor in the calculation by Purchaser of the Purchase Price and the Completion Fee paid to Seller for the related Participation Certificate and that loss of such Approvals by Seller would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are parties hereto hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes agree as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.follows:

PRELIMINARY STATEMENT. Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”) is party to the Credit Agreement dated as of November 23, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with certain Lenders party thereto and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer and, upon the Assumption (as defined below), Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”) and, upon the effectiveness of its joinder to the Credit Agreement, Holdings. The Depositor has acquired rights and obligations of the Mortgage Loans Initial Borrower under Credit Agreement will be assumed by the Borrower on the date hereof and the Borrower will merge into the Initial Borrower with the Borrower being the surviving entity (the “Assumption”). Each Guarantor will derive substantial direct and indirect benefits from the Sellertransactions contemplated by the Loan Documents and the Secured Hedge Agreements (together with all instruments, agreements or other documents evidencing the Cash Management Obligations, the “Finance Documents”) and at it is in the Closing Date is the owner interest of each such Guarantor to make this Guaranty in favor of the Mortgage Loans Secured Parties. It is a covenant under the Credit Agreement that each Guarantor (other than a Guarantor in its capacity as an Additional Guarantor following the execution of a Guaranty Supplement) shall have executed and delivered this Guaranty. The potential obligations of each Guarantor under this Guaranty are not disproportionate to the benefits derived by such Guarantor from the making of extensions of credit to the Borrower under the Credit Agreement and the other property being conveyed by it financing arrangements described above and/or to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fundeach such Guarantor’s net worth. The Depositor execution, delivery and performance by each Guarantor of this Guaranty has been duly authorized by all necessary corporate or limited liability company action on the execution and delivery part of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Guarantor.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundSwap Agreement, (ii) the Class X Accountright to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Swap AgreementBasis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”): Pooling ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, Lower-REMIC 2, and the Upper Tier REMIC 1, Middle-for purposes of the REMIC Provisions. The Upper Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold as its assets the assets of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than any Excluded Trust Assetsthe LT2-R interest, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 2 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest1, other than the LT1-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Yield Maintenance Agreements and the Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, ). There shall be three REMICs related to the Aggregate Pool: Lower-Tier REMIC 1, Middle-Tier REMIC 1, 1 and Upper-Tier REMIC 1. Pooling Lower-Tier REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue Fund related to the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 Aggregate Pool and shall issue several uncertificated interests. Each such interest, other than including the LT1LT-R R-1 Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sellers and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor's transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Additional Collateral) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “"REMIC”): Pooling " or, in the alternative, the "Lower-Tier I REMIC," the "Lower-Tier II REMIC"and the "Upper-Tier (or "Master") REMIC"). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Upper-Tier REMIC 1, for purposes of the REMIC Provisions. The Class A-R represents ownership of the sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC will hold as assets the several classes of uncertificated Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, Interests (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-I-A-R CertificateInterest and Class LT-II-A-R Interest). The Lower-Tier I REMIC will hold as assets Mortgage Pools 1, which is hereby designated 2, 3 and 4 and all other property of the Trust Fund allocable to Mortgage Pools 1, 2, 3 and 4 (except for any Additional Collateral). The Lower-Tier II REMIC will hold as assets Mortgage Pools 5, 6 and 7 and all other property of the sole residual interest in Pooling Trust Fund allocable to Mortgage Pools 5, 6 and 7 (except for any Additional Collateral) Each Lower-Tier I REMIC 1. Each uncertificated interest in Pooling REMIC 1 Interest (other than the Class LT-I-A-R Interest) is hereby designated as a REMIC regular interest. interest in the Lower-Tier I REMIC 1 shall hold the uncertificated interests issued by Pooling and each Lower-Tier II REMIC 1 and shall issue several uncertificated interests. Each such interest, Interest (other than the LT1Class LT-II-A-R Interest, ) is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in the Lower-Tier II REMIC. The latest possible maturity date of all REMIC 1.regular interests created in this Agreement shall be the Latest Possible Maturity Date. THE LOWER-TIER I REMIC The Lower-Tier I REMIC Regular Interests will have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Credit Risk Manager and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any FPD Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in respect of Prepayment Charges paid by the Seller as a result of a breach of a representation or warranty pursuant to Section 2.03(b) and (x) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, Lowerother than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, MiddleREMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and Upper-each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Pooling REMIC 1 shall hold as its assets the assets property of the Trust Fund, Fund other than any the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: REMIC 1 shall issue several one uncertificated interests and interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which is hereby designated as shall represent the sole class of residual interest in Pooling REMIC 1. Each uncertificated REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in Pooling REMIC 1 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC regular interest. Lower2 (the “REMIC 2 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT2-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1A $ 30,941,026.08 (1) LT2-F1 $ 9,245,000.00 (2) LT2-V1 $ 9,245,000.00 (3) LT2-F2 $ 8,971,000.00 (2) LT2-V2 $ 8,971,000.00 (3) LT2-F3 $ 8,705,500.00 (2) LT2-V3 $ 8,705,500.00 (3) LT2-F4 $ 8,447,500.00 (2) LT2-V4 $ 8,447,500.00 (3) LT2-F5 $ 8,198,000.00 (2) LT2-V5 $ 8,198,000.00 (3) LT2-F6 $ 7,954,500.00 (2) LT2-V6 $ 7,954,500.00 (3) LT2-F7 $ 7,719,000.00 (2) LT2-V7 $ 7,719,000.00 (3) LT2-F8 $ 7,490,500.00 (2) LT2-V8 $ 7,490,500.00 (3) LT2-F9 $ 7,268,500.00 (2) LT2-V9 $ 7,268,500.00 (3) LT2-F10 $ 7,053,500.00 (2) LT2-V10 $ 7,053,500.00 (3) LT2-F11 $ 7,346,500.00 (2) LT2-V11 $ 7,346,500.00 (3) LT2-F12 $ 7,267,500.00 (2) LT2-V12 $ 7,267,500.00 (3) LT2-F13 $ 8,436,000.00 (2) LT2-V13 $ 8,436,000.00 (3) LT2-F14 $ 8,339,000.00 (2) LT2-V14 $ 8,339,000.00 (3) LT2-F15 $ 8,275,000.00 (2) LT2-V15 $ 8,275,000.00 (3) LT2-F16 $ 8,115,000.00 (2) LT2-V16 $ 8,115,000.00 (3) LT2-F17 $ 8,019,000.00 (2) LT2-V17 $ 8,019,000.00 (3) LT2-F18 $ 7,857,500.00 (2) Class Designation Initial Principal Balance Interest Rate LT2-V18 $ 7,857,500.00 (3) LT2-F19 $ 7,730,500.00 (2) LT2-V19 $ 7,730,500.00 (3) LT2-F20 $ 7,569,500.00 (2) LT2-V20 $ 7,569,500.00 (3) LT2-F21 $ 7,377,000.00 (2) LT2-V21 $ 7,377,000.00 (3) LT2-F22 $ 7,185,000.00 (2) LT2-V22 $ 7,185,000.00 (3) LT2-F23 $ 24,825,000.00 (2) LT2-V23 $ 24,825,000.00 (3) LT2-F24 $ 13,343,500.00 (2) LT2-V24 $ 13,343,500.00 (3) LT2-F25 $ 11,642,500.00 (2) LT2-V25 $ 11,642,500.00 (3) LT2-F26 $ 8,852,500.00 (2) LT2-V26 $ 8,852,500.00 (3) LT2-F27 $ 6,928,000.00 (2) LT2-V27 $ 6,928,000.00 (3) LT2-F28 $ 5,485,000.00 (2) LT2-V28 $ 5,485,000.00 (3) LT2-F29 $ 4,394,500.00 (2) LT2-V29 $ 4,394,500.00 (3) LT2-F30 $ 3,592,000.00 (2) LT2-V30 $ 3,592,000.00 (3) LT2-F31 $ 2,918,500.00 (2) LT2-V31 $ 2,918,500.00 (3) LT2-F32 $ 2,406,000.00 (2) LT2-V32 $ 2,406,000.00 (3) LT2-F33 $ 2,277,000.00 (2) LT2-V33 $ 2,277,000.00 (3) LT2-F34 $ 2,149,000.00 (2) LT2-V34 $ 2,149,000.00 (3) LT2-F35 $ 2,052,500.00 (2) LT2-V35 $ 2,052,500.00 (3) LT2-F36 $ 1,956,500.00 (2) LT2-V36 $ 1,956,500.00 (3) LT2-F37 $ 1,860,500.00 (2) LT2-V37 $ 1,860,500.00 (3) LT2-F38 $ 1,764,000.00 (2) LT2-V38 $ 1,764,000.00 (3) LT2-F39 $ 1,700,000.00 (2) LT2-V39 $ 1,700,000.00 (3) LT2-F40 $ 1,571,500.00 (2) Class Designation Initial Principal Balance Interest Rate LT2-V40 $ 1,571,500.00 (3) LT2-F41 $ 1,539,500.00 (2) LT2-V41 $ 1,539,500.00 (3) LT2-F42 $ 1,443,500.00 (2) LT2-V42 $ 1,443,500.00 (3) LT2-F43 $ 1,379,500.00 (2) LT2-V43 $ 1,379,500.00 (3) LT2-F44 $ 1,315,000.00 (2) LT2-V44 $ 1,315,000.00 (3) LT2-F45 $ 1,218,500.00 (2) LT2-V45 $ 1,218,500.00 (3) LT2-F46 $ 1,187,000.00 (2) LT2-V46 $ 1,187,000.00 (3) LT2-F47 $ 1,122,500.00 (2) LT2-V47 $ 1,122,500.00 (3) LT2-F48 $ 1,090,500.00 (2) LT2-V48 $ 1,090,500.00 (3) LT2-F49 $ 994,000.00 (2) LT2-V49 $ 994,000.00 (3) LT2-F50 $ 962,500.00 (2) LT2-V50 $ 962,500.00 (3) LT2-F51 $ 930,000.00 (2) LT2-V51 $ 930,000.00 (3) LT2-F52 $ 866,500.00 (2) LT2-V52 $ 866,500.00 (3) LT2-F53 $ 833,500.00 (2) LT2-V53 $ 833,500.00 (3) LT2-F54 $ 802,000.00 (2) LT2-V54 $ 802,000.00 (3) LT2-F55 $ 738,000.00 (2) LT2-V55 $ 738,000.00 (3) LT2-F56 $ 737,000.00 (2) LT2-V56 $ 737,000.00 (3) LT2-F57 $ 673,500.00 (2) LT2-V57 $ 673,500.00 (3) LT2-F58 $ 641,500.00 (2) LT2-V58 $ 641,500.00 (3) LT2-F59 $ 625,500.00 (2) LT2-V59 $ 625,500.00 (3) LT2-F60 $ 587,500.00 (2) LT2-V60 $ 587,500.00 (3) LT2-F61 $ 557,500.00 (2) LT2-V61 $ 557,500.00 (3) Class Designation Initial Principal Balance Interest Rate LT2-F62 $ 530,500.00 (2) LT2-V62 $ 530,500.00 (3) LT2-F63 $ 504,000.00 (2) LT2-V63 $ 504,000.00 (3) LT2-F64 $ 480,000.00 (2) LT2-V64 $ 480,000.00 (3) LT2-F65 $ 455,500.00 (2) LT2-V65 $ 455,500.00 (3) LT2-F66 $ 433,000.00 (2) LT2-V66 $ 433,000.00 (3) LT2-F67 $ 412,000.00 (2) LT2-V67 $ 412,000.00 (3) LT2-F68 $ 391,000.00 (2) LT2-V68 $ 391,000.00 (3) LT2-F69 $ 372,000.00 (2) LT2-V69 $ 372,000.00 (3) LT2-F70 $ 354,000.00 (2) LT2-V70 $ 354,000.00 (3) LT2-F71 $ 6,807,000.00 (2) LT2-V71 $ 6,807,000.00 (3) LT2-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.(4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve FundYield Maintenance Agreements, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Capitalized Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Account and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Reserve Fund (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier” or “Master” REMIC”): Pooling ). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1, for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC 1, MiddleInterests in the Lower-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R CertificateInterest), which is hereby designated the Class P Reserve Fund and the Class A-R Reserve Fund. The Lower-Tier REMIC shall hold as assets all property of the sole residual interest in Pooling REMIC 1Trust Fund (except for any related Excluded Trust Property). Each uncertificated interest in Pooling Lower-Tier REMIC 1 Interest (other than the Class LT-R Interest) is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest(each, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in “Lower-Tier REMIC Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC The Lower-Tier REMIC Regular Interests shall have the initial principal amounts, pass-through rates and Corresponding Class of Certificates as set forth in the following table: REMIC Interests Initial Principal Amount Pass-Through Rate Corresponding Class of Certificates LT-A1 (1.) (2) A-1 LT-A2 (1) (2) A-2 LT-A3 (1) (2) A-3 LT-A4 (1) (2) A-4 LT-A5 (1) (2) A-5 LT-A6 (1) (2) A-6 LT-A7 (1) (2) A-7 LT-A8 (1) (2) A-8 LT-A9 (1) (2) A-9 LT-M1 (1) (2) M-1 LT-M2 (1) (2) M-2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-Q (3) (2) N/A LT-R (4) (4) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Additional Collateral) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier” or “Master” REMIC”): Pooling ). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1, for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, Interests (other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-A-R Certificate, which is hereby designated Interest). The Lower-Tier REMIC shall hold as assets all property of the sole residual interest in Pooling REMIC 1Trust Fund (except for any Additional Collateral). Each uncertificated interest in Pooling Lower-Tier REMIC 1 Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC regular interestinterests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool or Certificate A-1 (0.9% of SP Group 1.) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 A-7 (0.9% of SP Group 7) (1) (2) 7 B-7 (0.1% of SP Group 7) (1) (2) 7 C-7 (Excess of Group 7) (1) (2) 7 A-8 (0.9% of SP Group 8) (1) (2) 8 B-8 (0.1% of SP Group 8) (1) (2) 8 C-8 (Excess of Group 8) (1) (2) 8 A-9 (0.9% of SP Group 9) (1) (2) 9 B-9 (0.1% of SP Group 9) (1) (2) 9 C-9 (Excess of Group 9) (1) (2) 9

PRELIMINARY STATEMENT. The Trust Depositor has acquired the Mortgage Loans from and on each Transfer Date will convey each Mortgage Loan and certain related property to [NAME OF TRUSTEE], as trustee, to hold in trust for the Seller, and at the Closing Date is the owner benefit of the Holder of the Beneficial Interest Certificate. The Mortgage Loans and the other property being conveyed held in trust by it to the Trustee hereunder for inclusion are referred to in this Agreement as the Trust Fund. On the Closing Initial Transfer Date, the Trust Depositor will acquire the Certificates Beneficial Interest Certificate from the Trustee on behalf of the Trust Fund Fund, as consideration for its the transfer to the Trust Fund Trustee of the Mortgage Loans and the other property constituting the Trust Fund. The Trust Depositor has duly authorized the execution and delivery of this Agreement to provide for and the conveyance to the Trustee of all of its interest in the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Trust Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Holder of the Certificates and to the extent provided herein, the Swap CounterpartyBeneficial Interest Certificate. The Depositor, the Trustee and the Master Servicer are Trust Depositor is entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As The Beneficial Interest Certificate shall be issued in definitive form as provided herein. As of the Cut-off Date relating to the Initial Transfer Date, the Trustee shall elect that Mortgage Loans had an Aggregate Outstanding Amount equal to $[ ]. In consideration of the mutual agreements herein contained, the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (Depositor and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes Trustee hereby agree as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.follows:

PRELIMINARY STATEMENT. The Depositor has acquired Pursuant to the Mortgage Loans Base Trust Agreement, dated as of [_____] [__], 20[__] (the “Base Trust Agreement” and, as supplemented pursuant to the Series Supplement, the “Agreement”), between the Trustor and the Trustee, such parties may at any time and from time to time enter into a series supplement supplemental to the SellerBase Trust Agreement for the purpose of creating a trust. Section 5.13 of the Base Trust Agreement provides that the Trustor may at any time and from time to time direct the Trustee to authenticate and deliver, on behalf of any such trust, a new Series of trust certificates. Each trust certificate of such new Series of trust certificates will represent a fractional undivided beneficial interest in such trust. Certain terms and conditions applicable to each such Series are to be set forth in the related series supplement to the Base Trust Agreement. Pursuant to this Series Supplement, the Trustor and the Trustee shall create and establish a new trust to be known as STRATSSM Trust For [_____], Series 20[__]-[__], and at a new Series of trust certificates to be issued thereby, which certificates shall be known as the Closing Date is the owner of the Mortgage Loans STRATSSM Certificates, Series 20[__]-[__], and the other property being Trustor and the Trustee shall herein specify certain terms and conditions in respect thereof. The Certificates shall be issued in [one] [__] class[es] (the “Certificates” in the form thereof set forth in Exhibit C). Pursuant to the Purchase and Sale Agreement, the Seller has sold, assigned, conveyed by it and set-over to the Trustee hereunder for inclusion in on the Trust Fund. On the Closing Datedate hereof, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans on behalf and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided hereinTrust, the Swap CounterpartyUnderlying Securities. [The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets Underlying Securities subject to call options created pursuant to the Warrant Agent Agreement with respect to the Underlying Securities (the “Call Warrants”).] On behalf of and pursuant to the authorizing resolutions of the Trust FundBoard of Directors of the Trustor, other than any Excluded Trust Assetsan authorized officer of the Trustor has authorized the execution, authentication and delivery of the Certificates, and shall issue several uncertificated interests has authorized the Base Trust Agreement and shall also issue this Series Supplement in accordance with the Class LT-R Certificate, which is hereby designated as terms of Section 5.13 of the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1Base Trust Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (ivv) the Supplemental Interest Trust Trust, (vvi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium, (ix) any FPD Premium, (x) the Final Maturity Reserve Trust, (xi) the Final Maturity Reserve Account, (xii) the obligation to pay Class I Shortfalls, and (vixiii) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Collateral Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC”): Pooling ” or, in the alternative “REMIC 1, Lower-,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1elections. Pooling REMIC 1 shall hold the assets of the Trust FundEach Certificate, other than any Excluded Trust Assets, the Class R and shall issue several uncertificated interests and shall also issue the Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, which is hereby designated as other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in Pooling REMIC 1. Each uncertificated The Class R Certificate represents ownership of the sole Class of residual interest in Pooling each of REMIC 1 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest3 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 3 shall hold as its assets the uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 and shall issue several uncertificated interests. Each such interest2, other than the LT1Class LT2-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interest2. The LT1-R REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as the sole residual a regular interest in Lower-Tier REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of each of the sole class of residual interest in the Lower-Tier REMIC 1, (the “LT-R Interest”) and the sole class of residual interest in the Middle-Tier REMIC 1, and Upper(the “MT-R Interest”). The Lower-Tier REMIC 1. Pooling REMIC 1 shall hold the as its assets all property of the Trust Fund, other than the interests in any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Interest shall be uncertificated interest in Pooling REMIC 1 and is hereby designated as a REMIC regular interest. interest in the Lower-Tier REMIC 1 shall hold and the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The REMICs shall be administered for tax purposes as provided in this Preliminary Statement and in Article X. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Pool LT-Y1 (1.) (3) Pool 1

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) excluding the Basis Risk Reserve FundSupplemental Prepayment Trust, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, P1 Distributable Amount and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”any FPD Premiums) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”): Pooling )). Each Underlying REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, Certificate and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, each Certificate (other than any Excluded Trust Assetsthe Exchange and Exchangeable Certificates, and shall issue several uncertificated interests and shall also issue the Class P1, Class P2, Class LT-R Certificateand Class R Certificates, which is hereby designated as and exclusive of the right to receive any FPD Premiums in the case of the FPD Certificates), represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class LT-R Certificate represents ownership of the sole class of residual interest in Pooling REMIC 1I for purposes of the REMIC Provisions. Each uncertificated The Class R Certificate represents ownership of the sole class of residual interest in Pooling each remaining REMIC 1 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC regular interestII. Lower-Tier REMIC 1 II shall hold as its assets the several Classes of uncertificated interests issued by Pooling Lower Tier Interests in REMIC 1 I, and shall issue several uncertificated interests. Each each such interest, other than the LT1-R Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC regular interestI. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The LT1-R Interest startup day for each REMIC created hereby for purposes of the REMIC Provisions is hereby designated as the sole residual Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in Lower-Tier each REMIC 1created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates (other than any Underlying Interests) from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of other than (i) the Pool 1-2 Basis Risk Reserve Fund and the Pool 3-4 Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class X AccountP Certificates and the Class P Reserve Funds, (iii) the Swap AgreementX-I Component Account and Class X-II Account, (iv) the Supplemental Interest Trust assets of the Grantor Trusts established pursuant to Section 5.02(m), (v) the obligation to pay Class I ShortfallsInterest Rate Cap Agreement and the Interest Rate Cap Account, and (vi) the rights Swap Agreement and the Supplemental Interest Trust, (vii) the right to receive FPD Premiums and EPD Premiums and (and viii) the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Lower Tier Interests) be treated for federal income tax purposes as comprising four fifteen real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, the “SWAP REMIC,” “REMIC I-1,” “REMIC I-2,” “REMIC II-AX,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC II-4,” “REMIC II-5,” “REMIC II-6,” “REMIC II-7,” “REMIC II-8,” “REMIC II-9,” “REMIC II-10”and “REMIC II-11”): Pooling ). Each Group I Certificate and each Class X-I Certificate represents ownership of one or more regular interests in REMIC I-2 for purposes of the REMIC Provisions. In addition, (i) each Group I Certificate (other than the Class M8-I and Class M9-I Certificates) represents the right to receive payments with respect to Excess Interest and (ii) each Group I Certificate represents the obligation to make payments in respect of Class I-I Shortfalls. In addition, the Class X-I Certificates represent the right to receive FPD Premiums and EPD Premiums with respect to Pool 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, Pool 1C and Upper-Tier REMIC 1Pool 2. Pooling REMIC 1 shall hold the assets of the Trust Fund, Each Group II Certificate (other than any Excluded Trust AssetsExchange Class or Exchangeable Class) and each Class X-II Certificate represents ownership of one or more regular interests in REMIC II-11 for purposes of the REMIC Provisions. In addition, (i) each Group II Certificate (other than any Exchange Class or Exchangeable Class) represents the right to receive payments with respect to Excess Interest and shall issue several uncertificated interests and shall also issue the obligation to make payments in respect of Class LTI-II Shortfalls. The Class R Certificate, which is hereby designated as Certificate represents ownership of the sole Class of residual interest in Pooling each REMIC 1for purposes of the REMIC Provisions. Each uncertificated Grantor Trust Certificate (other than any Exchange Class) represents a beneficial interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold Grantor Trust holding the uncertificated interests issued by Pooling REMIC 1 related Underlying Interest and shall issue several uncertificated interestscertain other assets for the benefit of the Grantor Trust Certificates. Each such interest, other than the LT1-R Interest, is hereby designated as Exchange Class or Exchangeable Class represents a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual beneficial interest in Lower-Tier a grantor trust created under the Exchange Trust Agreement holding the related Underlying REMIC 1Certificates.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date Company is the owner of the Mortgage Loans and the other property Underlying Agency Securities being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the sale and conveyance to the Trustee of the Mortgage Loans Underlying Agency Securities and the other property constituting issuance of the Mortgage Asset-Backed Pass-Through Certificates, Series [200 - ], Class [A-1], Class [A-2], Class [A-3], Class [S], and Class R (collectively, the "Certificates"), representing in the aggregate all of the "regular interests" and "residual interests" in the Trust Fund, which Certificates are issuable as provided in this Agreement. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the DepositorCompany, the Master Servicer Certificate Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee Company and the Master Servicer Certificate Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Underlying Agency Securities are [GNMA] [I] [II] Certificates and are identified as [ ]. The Aggregate Underlying Certificate Balance as of the Closing Date will be $[ ]. The following table sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, features, Maturity Date and initial rating for each Class of Certificates comprising the Trustee shall elect that interests in the Trust Fund (exclusive created hereunder. Aggregate Pass-Through Initial Principal Maturity Initial Designation Rate Balance Features Date Rating [S&P] [Fitch] [Moody's] Class [A-1] [ ]% $[ ] Sequential Class [S] [ ]% $[ ] Fixed Strip Class R [ ]% $[ ] Residual In consideration of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (premises and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectivelymutual agreements herein contained, the “Excluded Trust Assets”) be treated for federal income tax purposes Company, the Certificate Administrator and the Trustee agree as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1, Lower-Tier REMIC 1, Middle-Tier REMIC 1, and Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and to the extent provided herein, the Swap CounterpartyCertificates. The Depositor, the Trustee and Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”Additional Collateral) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1” or, in the alternative, “Lower-Tier REMIC 1”, Middle“Lower-Tier REMIC 12,” “Lower-Tier REMIC 3,” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, and other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC 1. Pooling REMIC 1 shall hold the assets for purposes of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the REMIC Provisions. The Class LTA-R Certificate, which is hereby designated as Certificate represents ownership of the sole class of residual interest in Pooling the Upper-Tier REMIC. The Upper-Tier REMIC 1. Each shall hold as assets the several classes of uncertificated interest Lower-Tier REMIC Interests in Pooling each Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest(other than the Class LT1-A-R, LT2-A-R, and LT3-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the uncertificated interests issued by Pooling Trust Fund (except for any Additional Collateral) related to Pool 1, Pool 2, Pool 3, Pool 4, Pool 5, and Pool 6. Lower-Tier REMIC 1 2 shall hold as assets all property of the Trust Fund (except for any Additional Collateral) related to Pool 7, Pool 8, Pool 9, and Pool 10. Lower-Tier REMIC 3 shall issue several uncertificated interestshold as assets all property of the Trust Fund (except for any Additional Collateral) related to Pool 11. Each such interest, other than the LT1Lower-R Interest, is hereby designated as a Tier REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 1, Lower-Tier REMIC 2, or Lower-Tier REMIC 3 (other than the Class LT1-A-R, Class LT2-A-R, and Class LT3-A-2 Interests, respectively) is hereby designated as a regular interest in a Lower-Tier REMIC. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 LT1-A-R (3) (3) A-R _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.