Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBCBank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J H Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests ) and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J H Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, and (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests Certificates and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC IIIIII and, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J H Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific H Grantor Trust AssetsTrust. Excess Interest received on the Mortgage Loans shall be held in the Class H Grantor Trust for the benefit of the Holders of the Class J H Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, and the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class XA-A S Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to to: (i) the Depositor’s prospectus dated December 31March 2, 2012 (the “Preliminary Base Prospectus”), as supplemented by a free writing prospectus dated June 13March 5, 20132012, as further supplemented by the each free writing prospectus dated June 20March 7, 20132012 and March 8, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 2012 (collectivelytogether, the “Free Writing Prospectus”, and together with the Preliminary Base Prospectus, the “Preliminary Prospectus”); and (ii) the Depositor’s prospectus dated March 9, 2012 (the “Final Base Prospectus”, and together with the Preliminary Base Prospectus, the “Prospectus”) as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Final Base Prospectus, the “Final Prospectus”). The Class A-3FLX, Class A-3FXB, Class C, Class D, Class E, Class F, Class G, Class H, Class J H and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13March 5, 2013 2012 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLCE, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus, dated May 19, 2006, a Free Writing Prospectus dated June 1321, 2013 2006 and a Prospectus Supplement, dated June 29, 2006 of the Depositor (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Capitalized Interest Account, the Pre-Funding Account, the Reserve Fund, the Cap Agreement, the Swap Agreement and the Supplemental Interest Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Preliminary Private Placement MemorandumMaster REMIC”) and a final Private Placement Memorandum dated ). The Class R Certificate shall represent ownership of the Pricing Date (sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “Private Placement Memorandum”)latest possible maturity date” for each regular interest created hereby shall be the 36 month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class A Senior Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class A-3FL E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class A-3FX Certificates)E Certificates will 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, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Exchangeable Certificates Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class X-A Certificates (collectivelyE Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented which is beneficially owned by the free writing prospectus dated June 20holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2013other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the free writing prospectus dated June 20Class designation, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The principal amount for each Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).of REMIC I Interests:

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion the Certificates. As provided herein, the Trustee, for federal income tax purposes, shall treat the Trust Fund as consisting of a trust (the “ES Trust”) beneath which are two real estate mortgage investment conduits (or in the Trust which is hereby createdalternative, “REMIC 1” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. On the Closing Date, the Depositor REMIC 1 will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust consist of the Mortgage Loans (other than Loans, excluding any Excess Interest payable thereon) rights of the Trust Fund in respect of the Additional Collateral, the Corridor Contract and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be assets held in the Grantor Trust Reserve Funds. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 1 Regular Interests”). The REMIC 1 Regular Interests will represent the “regular interests” in REMIC 1, and the Class R1 Interest will represent the single Class of “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests for the benefit of the Holders of the Class J CertificatesMaster REMIC. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders The Master REMIC will consist of the REMIC I Regular Interests, 1 Interests and will be evidenced by the holders of the Master REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates Interests (other than the Class A-3FL and Class A-3FX CertificatesR2 Interests), which will constitute the Exchangeable Certificates regular interests in the Master REMIC and the Class XR2 Interest, which will represent the single Class of “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereunder will be the Latest Possible Maturity Date. The ES Trust shall hold all Master REMIC regular interests, and shall issue the Certificates. Each Certificate, other than the Class A-A Certificates (collectivelyR Certificate, will represent ownership of one or more of the “Registered Certificates”) were offered for sale pursuant Master REMIC regular interests held by the ES Trust. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, to the Depositor’s prospectus dated December 31fullest extent possible, 2012 (ownership of an ES Trust Certificate shall be treated as direct ownership of the “Prospectus”)individual, as supplemented underlying assets represented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)such ES Trust Certificate for federal income tax reporting purposes. The REMIC 1 Interests, each of which (except for the Class A-3FLR1 Interests) is hereby designated as a REMIC regular interest for federal income tax purposes, will have the principal balances, Pass-Through Rates and Corresponding Master REMIC Interests as set forth in the following table: 1-A-1-1 (1) (2) Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).MR-A-1-1

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Morgan Stanley Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”"MSMC"), SunTrust Baxx, xx xxxxxx ("SunTrust"), Natixis Real Estate Capital Inc. (formerly IXIS Real Estate Capital Inc.), as seller ("Natixis"), and NCB, FSB, as seller ("NCB, FSB"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: acquire (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Exchangeable Class EI Certificates as consideration for its transfer of the EX XXXXX III Regular Interests Excess Interest to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, and the Class R Certificates, R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, Certificates representing in the aggregate the entire beneficial ownership of REMIC III, III and (D) the Class A-S Certificates, EI Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific EI Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Trust.

PRELIMINARY STATEMENT. On Pursuant to the Closing DateBase Trust Agreement, dated as of [_________], 20[__] (the “Base Trust Agreement” and, as supplemented pursuant to this Series Supplement, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCHAgreement”), Bank 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 Base Trust Agreement for the purpose of Americacreating 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, National Associationon 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 terms 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 Trustor and the Trustee shall create and establish a new trust to be known as seller (“BANA”)[_____] Trust [______] For [____________] Debentures, and CIBC Inc.a new Series of trust certificates to be issued thereby, which certificates shall be known as seller (“CIBC”)[Callable] Trust Certificates, and will be the owner of the Mortgage Loans Trustor and the other property being conveyed by it to the Trustee for inclusion shall herein specify certain terms and conditions in the respect thereof. [Callable] Trust which is hereby created. On the Closing DateCertificates shall be Fixed Rate Certificates issued in [two] Classes, the Depositor will acquire: certificates (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon“Certificates”) and the other property constituting REMIC [I; /O Certificates (ii) the REMIC II Regular Interests “I/O Certificates”] and, together with the Certificates, the “[Name of Certificates]”) [The Trust also is issuing call options with respect to $[________] principal amount of Underlying Securities (the “Call Warrants”).] On behalf of and pursuant to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer authorizing resolutions of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion Board of Directors of the Class J Certificates representing the right to receive Excess Interest)Trustor, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer an authorized officer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor Trustor has duly authorized the execution execution, authentication and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing and has authorized the Base Trust Agreement and this Series Supplement in accordance with the aggregate the entire beneficial ownership terms of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership Section 5.13 of the Class A-S Specific Grantor Base Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. As provided herein, the Trustee will elect that the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates Fund (other than the portion of the Class J Certificates representing the right to receive Excess Interest)Supplemental Loan Account, the EX XXXXX III Regular InterestsCapitalized Interest Account, the Swap REMIC III Regular Interests and, to Corridor Contracts and the extent they represent Corridor Contract Reserve Fund) be treated for federal income tax purposes as two real estate mortgage investment conduits (each a "REMIC," or in the REMIC III Residual Interestalternative, the Class R Certificates as consideration for its transfer of "Master REMIC" and the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right"Subsidiary REMIC," respectively). The Depositor has duly authorized Master REMIC will hold as assets the execution and delivery several classes of this Agreement to provide for the foregoing and the issuance of (A) the uncertificated Subsidiary REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL SR-A-R Interest). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more REMIC regular interests in the Master REMIC. The Class A-R Certificate will represent ownership of the sole class of REMIC residual interest in each of the Subsidiary REMIC and Class A-3FX Certificates)the Master REMIC. The Subsidiary REMIC will hold as assets all the assets of the Trust Fund (other than the Supplemental Loan Account and the Capitalized Interest Account, the Exchangeable Certificates Corridor Contracts and the Corridor Contract Reserve Fund). The uncertificated Subsidiary REMIC Interests (other than the Class XSR-A Certificates (collectivelyA-R Interest) are designated as REMIC regular interests in the Subsidiary REMIC. The SR-A-R Subsidiary REMIC Interest is designated as the sole Class of REMIC residual interest in the Subsidiary REMIC. The "latest possible maturity date," for federal income tax purposes, of all REMIC regular interests created hereby will be the “Registered Latest Possible Maturity Date. The following table sets forth characteristics of the Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectusminimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date Tax Matters Person Certificate may be issued in a different amount): ================================================================================================================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The per annum) Minimum Denomination in Excess of Minimum ------------------------------------------------------------------------------------------------------------------ Class A-3FL, 1-A-1 $ 35,000,000.00 (1) $25,000.00 $1,000.00 Class A-3FX, 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) Class D, 1-A-3 $ 20,000,000.00 5.15% $1,000.00 $1,000.00 Class E, 1-A-4 $ 35,482,000.00 5.50% $25,000.00 $1,000.00 Class F, 1-A-5 (5) 5.50% $25,000.00(4) $1,000.00(4) Class G, 1-A-6 $ 102,430,000.00 5.50% $25,000.00 $1,000.00 Class H, 1-A-7 $ 71,700,000.00 5.50% $1,000.00 $1,000.00 Class J and 1-A-8 $ 5,573,000.00 5.50% $25,000.00 $1,000.00 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 1-A-9 $ 6,730,000.00 5.50% $25,000.00 $1,000.00 Class 1-A-10 $ 85,000,000.00 (the “Preliminary Private Placement Memorandum”6) and a final Private Placement Memorandum dated the Pricing Date $25,000.00 $1,000.00 Class 1-A-11 $ 35,000,000.00 (the “Private Placement Memorandum”).7) $25,000.00 $1,000.00 Class 1-A-12 (8) (9) $25,000.00(4) $1,000.00(4) Class 1-A-13 $ 4,678,000.00 5.50% $25,000.00 $1,000.00 Class PO $ 1,513,491.00 (10) $25,000.00 $1,000.00 Class A-R(11) $100.00 5.50% (12) (12) Class M $ 8,210,400.00 5.50% $25,000.00 $1,000.00 Class B-1 $ 3,368,000.00 5.50% $25,000.00 $1,000.00 Class B-2 $ 2,105,000.00 5.50% $25,000.00 $1,000.00 Class B-3 $ 1,894,500.00 5.50% $100,000.00 $1,000.00 Class B-4 $ 1,473,500.00 5.50% $100,000.00 $1,000.00 Class B-5 $ 842,008.26 5.50% $100,000.00 $1,000.00 ==================================================================================================================

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than exclusive of amounts payable in respect of the Class A-3FL and Class A-3FX P Certificates), the Exchangeable Certificates Basis Risk Reserve Fund and the Class X-A Certificates Supplemental Interest Trust (collectively, the “Registered CertificatesExcluded Trust Assets”) were offered be treated for sale pursuant to federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the Depositor’s prospectus dated December 31alternative, 2012 REMIC I, REMIC II and REMIC III (the “ProspectusUpper Tier REMIC”), as supplemented by a free writing prospectus dated June 13respectively). Each Certificate, 2013other than the Class P, as further supplemented by Class X, Class LT-R or Class R Certificate and, in the free writing prospectus dated June 20case of the Class 1-A1 Certificates, 2013exclusive 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 free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLP 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 A-3FX, 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 D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 (and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the “Preliminary Private Placement Memorandum”) property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and a final Private Placement Memorandum dated the Pricing Date (Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the “Private Placement Memorandum”)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. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class A Senior P, Class B-10, Class B-11 and Class B-12 Certificates, have been offered for sale pursuant to a Prospectus Supplement dated April 13, 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”). The Class B-10, Class B-11 and Class B-12 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated April 13, 2007. 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. The Securities Administrator shall elect that each of REMIC I and REMIC II be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Trust Fund (other than the Pre-Funding Account and the Capitalized Interest Account). The REMIC I Regular Interests shall constitute the assets of REMIC II (the “Master REMIC”). The Certificates (other than the Class A-3FL AR Certificates and exclusive of the right to receive interest payments to the extent such payments reflect an interest rate greater than the REMIC Maximum Rate) shall constitute regular interests in the Master REMIC. The Class A-3FX CertificatesAR Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the Exchangeable Certificates and “latest possible maturity date” for each regular interest created hereby shall be the Class X-A Certificates (collectively, 36th month following the “Registered Certificates”) were offered for sale pursuant to latest maturity date of any Loan held in the Depositor’s prospectus dated December 31, 2012 (Trust on the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Certificates. The Trust which Fund is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, being conveyed to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer Trustee to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust create a trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans Certificateholders and the other property constituting Certificate Insurer. As provided herein, an election shall be made that the Trust are for Fund (exclusive of (i) the benefit of Cap Contracts, (ii) the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates right to receive and the Holders of obligation to pay Net WAC Rate Carryover Amounts and (iii) the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates Net WAC Rate Carryover Reserve Account (collectively, the “Registered CertificatesExcluded Trust Assets”)) were offered be treated for sale pursuant to federal income tax purposes as comprising two real estate mortgage investment conduits under Section 860D of the Depositor’s prospectus dated December 31Code (each a “REMIC” or, 2012 (in the alternative the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 Subsidiary REMIC” and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusMaster REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A-UR and Class A-LR Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class A-LR, Class A-UR, Class CE and Class P Certificates, represents the right to receive payments with respect to any Net WAC Rate Carryover Amounts. The Class A-3FLA-LR Certificate represents ownership of the sole Class of residual interest in the Subsidiary REMIC and the Class A-UR Certificate represents ownership of the sole Class of residual interest in the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the uncertificated interests in the Subsidiary REMIC, Class A-3FXother than the LT-R interest, Class Dand each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than the interests in the Subsidiary REMIC, Class Eand the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, Class Ffor purposes of the REMIC Provisions, Class G, Class H, Class J and Class R Certificates will be offered the latest possible maturity date for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (each regular interest in each REMIC created hereby is the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL B-3, Class B-4, Class B-5 Class III-CE and Class A-3FX Certificates), the Exchangeable III-P Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated January 28, 2004 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated June 13January 30, 2013 (2004. The Class III-CE Certificates and Class III-P Certificates have been sold by the “Preliminary Private Placement Memorandum”) Depositor to the Underwriter. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and a final the Private Placement Memorandum dated and the Pricing Date Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will make an election to treat the entire segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be the “Private Placement Memorandum”"regular interests" in REMIC I and Component R-1 of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)., the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. Uncertificated Initial REMIC I REMIC I Uncertificated Latest Possible Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1) ---------------------------- ----------------- ----------------- ---------------- LT-I-IO (2) (3) September 25, 2033 LT-I-PO 0.00% $ 487,899.97 September 25, 2033 LT-I-SUB 5.50% $ 149.35 September 25, 2033 LT-I-ZZZ 5.50% $ 63,054,356.58 September 25, 2033 LT-II-IO (4) (3) September 25, 2033 LT-II-PO 0.00% $ 1,172,299.97 September 25, 2033 LT-II-SUB 4.75% $ 271.78 September 25, 2033 LT-II-ZZZ 4.75% $ 114,477,335.61 September 25, 2033 LT-III-IO (5) (3) September 25, 2033 LT-RI 5.50% $ 100.00 September 25, 2033

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL I-CE, Class I-P, Class II-P, Class I-R, Class II-B-3, Class II-B-4 and Class A-3FX II-B-5 Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were have been offered for sale pursuant to the Depositor’s prospectus a Prospectus Supplement dated December 31October 30, 2012 2006 to a Prospectus dated May 19, 2006 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectivelytogether, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLII-B-3, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J II-B-4 and Class R II-B-5 Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13October 31, 2013 2006. 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. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, and REMIC VI be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each of REMIC I, REMIC II, REMIC III, and REMIC IV (each a “Group I REMIC”) shall relate to Group I, and each of REMIC V and REMIC VI (each a “Group II REMIC”) shall relate to Group II. The assets of REMIC I shall include the portion of the Trust Fund related to Group I (other than the Reserve Fund, the Cap Account and both Swap Accounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Preliminary Private Placement MemorandumGroup I Master REMIC”) and a final Private Placement Memorandum dated ). The Class I-R Certificate shall represent ownership of the Pricing Date sole class of residual interest in each Group I REMIC formed hereby. The assets of REMIC V shall include the portion of the Trust Fund related to Group II. The REMIC V Regular Interests shall constitute the assets of REMIC VI (the “Private Placement MemorandumGroup II Master REMIC”). The Class II-AR Certificate shall represent ownership of the sole class of residual interest in each Group II REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLCE, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated June 13February 26, 2013 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III and REMIC IV be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, the accounts (other than the Pre-Funding Account, the Collateral Account, the Reserve Fund, the Certificate Swap Account and the Subordinate Certificate Cap Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV (the “Preliminary Private Placement MemorandumMaster REMIC”) and a final Private Placement Memorandum dated ). The Class R Certificate shall represent ownership of the Pricing Date (sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “Private Placement Memorandum”)latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated September 19, 2002, and a Prospectus Supplement, dated September 23, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated September 25, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ----------- --------------- -------------- Class A-1-L Regular 5.500% $ 98,004,000.00 October 2032 Class A-2-L Regular 6.250% 30,391,000.00 October 2032 Class A-3-L Regular 6.250% 32,461,000.00 October 2032 Class A-4-L Regular 6.250% 49,571,000.00 October 2032 Class A-5-L Regular 6.250% 19,872,000.00 October 2032 Class A-6-L Regular 6.250% 5,000,000.00 October 2032 Class A-7-L Regular 6.250% 1,220,000.00 October 2032 Class A-8-L Regular 6.250% 1,829,000.00 October 2032 Class A-9-L Regular 6.250% 1,829,000.00 October 2032 Class A-10-L Regular 6.250% 1,680,000.00 October 2032 Class A-12-L Regular 6.250% 2,300,000.00 October 2032 Class A-13-L Regular 6.250% 2,300,000.00 October 2032 Class A-14-L Regular 6.250% 2,350,000.00 October 2032 Class A-15-L Regular 6.250% 4,988,000.00 October 2032 Class A-16-L Regular (2) 26,274,218.00 October 2032 Class A-17-L Regular (3) 7,356,782.00 October 2032 Class A-19-L Regular 5.000 29,538,000.00 October 2032 Class A-20-L Regular 6.250% 8,721,000.00 October 2032 Class A-21-L Regular 8.500% 8,333,400.00 October 2032 Class A-24-L Regular 6.250% 4,957,638.00 October 2032 Class A-25-L Regular 6.000% 75,000,600.00 October 2032 Class A-26-L Regular 6.250% 103,296,000.00 October 2032 Class A-27-L Regular 6.000% 39,411,000.00 October 2032 Class A-28-L Regular 8.500% 37,047,000.00 October 2032 Class A-30-L Regular 6.250% 1,263,000.00 October 2032 Class A-31-L Regular 6.250% 1,763,000.00 October 2032 Class A-32-L Regular 6.250% 708,000.00 October 2032 Class A-34-L Regular 8.500% 16,410,000.00 October 2032 Class A-36-L Regular 6.250% 12,521,000.00 October 2032 Class A-37-L Regular 6.250% 2,221,000.00 October 2032 Class P-L Regular (4) 2,309,051.12 October 2032 Class B-1-L Regular 6.250% 8,767,368.00 October 2032 Class B-2-L Regular 6.250% 3,896,608.00 October 2032 Class B-3-L Regular 6.250% 2,597,738.00 October 2032 Class B-4-L Regular 6.250% 974,152.00 October 2032 Class B-5-L Regular 6.250% 974,152.00 October 2032 Class B-6-L Regular 6.250% 1,298,870.55 October 2032 Class R-1+ Residual 6.250% 100.00 October 2032 ---------- * The Distribution Date in the “Preliminary Private Placement Memorandum”) specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated Residual Interests, the Pricing Date ("latest possible maturity date" shall be the “Private Placement Memorandum”)Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated February 25, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 27, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ----------------------- --------- ----------- ---------------- --------------- Class I-A-1-L Regular 6.500% $75,000,000.00 March 2032 Class I-A-2-L Regular 6.500% 73,290,000.00 March 2032 Class I-A-3-L Regular 6.500% 20,000,000.00 March 2032 Class I-A-4-L Regular 6.500% 64,749,000.00 March 2032 Class I-A-5-L Regular (2) 44,687,500.00 March 2032 Class I-A-6-L Regular (3) 10,312,500.00 March 2032 Class I-A-7-L Regular 6.500%(4) 200,000.00 March 2032 Class I-A-8-L Regular 6.500% 41,500,000.00 March 2032 Class I-A-10-L Regular 6.500% 7,000,000.00 March 2032 Class I-A-11-L Regular 6.500% 30,000,000.00 March 2032 Class II-A-1-L Regular 6.500% 21,538,000.00 March 2032 Class III-A-1-L Regular 6.000% 338,698,000.00 March 2017 Class I-P-L Regular (5) 2,355,468.00 March 2032 Class II-P-L Regular (5) 268,797.00 March 2032 Class III-P-L Regular (5) 2,854,726.00 March 2017 Class C-B-1-L Regular 6.500% 6,454,000.00 March 2032 Class C-B-2-L Regular 6.500% 2,217,000.00 March 2032 Class C-B-3-L Regular 6.500% 1,613,000.00 March 2032 Class C-B-4-L Regular 6.500% 806,000.00 March 2032 Class C-B-5-L Regular 6.500% 605,000.00 March 2032 Class C-B-6-L Regular 6.500% 811,758.64 March 2032 Class III-B-1-L Regular 6.000% 2,944,000.00 March 2017 Class III-B-2-L Regular 6.000% 346,000.00 March 2017 Class III-B-3-L Regular 6.000% 519,000.00 March 2017 Class III-B-4-L Regular 6.000% 346,000.00 March 2017 Class III-B-5-L Regular 6.000% 346,000.00 March 2017 Class III-B-6-L Regular 6.000% 349,065.12 March 2017 Class R-1+ Residual 6.500% 50.00 March 2032 * The Distribution Date in the “Preliminary Private Placement Memorandum”specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated Residual Interests, the Pricing Date ("latest possible maturity date" shall be the “Private Placement Memorandum”)Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Prepayment Trust) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class A-3FL P Components, the Class LT-R or Class R Certificate, and exclusive of the right to receive any FPD Premiums in the case of the Class A-3FX 1-A2 Certificates), represents ownership of one or more regular interests in REMIC III for purposes of the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 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 and REMIC II. 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 “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated June 25, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 29, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and the Class Certificate Initial Class R-1 Residual Interest Type of Interest Principal Interest Rate (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 6.500% $ 16,807.49 September 2016 Class C-Y-2 Regular 7.000% 77,391.09 July 2033 Class C-Z-1 Regular 6.500% 33,769,873.50 September 2016 Class C-Z-2 Regular 7.000% 154,704,791.37 July 2033 Class I-X-M Regular (the “Private Placement Memorandum”).2) ----- September 2016 Class II-X-M Regular (2) ----- July 2033 Class I-P-M Regular (3) 370,106.42 September 2016 Class II-P-M Regular (3) 2,495,267.86 July 2033 Class R-1+ Residual 6.500% 100.00 July 2033

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion the Certificates. As provided herein, the Trustee will elect that the Trust Fund (excluding the Carryover Reserve Fund, the assets held in the Pre-Funding Account and the Capitalized Interest Account and the Trust which is hereby createdFund's rights with respect to payments received under the Corridor Contract) for federal income tax purposes will consist of three REMICs (the "Swap-IO REMIC," the "Strip REMIC" and the "Master REMIC"). On the Closing DateEach Certificate, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, other than the Class A-R Certificates as consideration Certificate, will represent ownership of one or more regular interests in the Master REMIC for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer purposes of the REMIC I Regular Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Swap-IO REMIC, the Strip REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Strip REMIC Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess STR-A-R Interest), the EX XXXXX III Regular Interests, the Swap . Each Strip REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX CertificatesSTR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC will hold as assets the several classes of uncertificated Swap-IO REMIC Interests (other than the SWR-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 Carryover Reserve Fund, the Exchangeable Certificates assets held in the Pre-Funding Account and the Class X-A Certificates (collectivelyCapitalized Interest Account and the Trust Fund's rights with respect to payments received under the Corridor Contract) The latest possible maturity date, for federal income tax purposes, of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Swap Trust, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013Swap Contract, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 Swap Account and the free writing prospectus dated June 24, 2013 Swap Reserve Fund will not constitute any part of any REMIC created hereunder. SWAP-IO REMIC: The Swap-IO REMIC 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 ---------------------- ------------------------- ----------------- SWR-51A 0 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”2) SWR-51B 0 (3) SWR-52A 106.5 (2), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andNotes and the Ownership Certificates from the Issuer, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Issuer of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Issuer of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust Estate. 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 benefit of the Holders of the Class J CertificatesNotes. All covenants and agreements made by the Depositor Seller and AMC in the Sale Agreement and by the Depositor, the Seller, the Servicer and the Indenture Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsNotes. The Issuer, the holders of the REMIC II Regular InterestsDepositor, the Holders of the REMIC III Regular CertificatesSeller, the holders of the EX XXXXX III Regular InterestsMaster Servicer, the Holders of the Exchangeable CertificatesAdministrator, the holders of the Swap REMIC III Regular InterestsCustodian, the Holders of the Swap Certificates Servicer and the Holders of the Class R Certificates. The parties hereto Indenture Trustee are entering into this Agreement, and the Trustee Issuer is accepting the trusts Trust Estate created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates following table sets forth (other than or describes) the Class A-3FL designation, Note Interest Rate, initial Class Principal Amount and minimum denomination for each Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale of Notes issued pursuant to the Depositor’s prospectus dated December 31, 2012 Indenture. Class Note Initial Class Minimum Designation Interest Rate Principal Amount Denomination ----------- ------------- ---------------- ------------ Class A1 (the “Prospectus”), as supplemented by a free writing prospectus dated June 1) $179,833,000 $100,000 Class A2 (2) $183,920,000 $100,000 Class A3 (3) $ 44,959,000 $100,000 Class M1 (4) $ 20,475,000 $100,000 Class M2 (5) $ 18,375,000 $100,000 Class M3 (6) $ 10,763,000 $100,000 Class M4 (7) $ 9,712,000 $100,000 Class M5 (8) $ 9,188,000 $100,000 Class M6 (9) $ 8,400,000 $100,000 Class M7 (10) $ 7,875,000 $100,000 Class M8 (11) $ 7,087,000 $100,000 Class M9 (12) $ 4,725,000 $100,000 Class M10 (13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The ) $ 5,250,000 $100,000 Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).N 7.25% $ 17,500,000 $100,000

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (exclusive of any Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve Fund (the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Certificate, other than the Class A-3FL and X, Class A-3FX Certificates)LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 (and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the “Preliminary Private Placement Memorandum”) property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and a final Private Placement Memorandum dated the Pricing Date (Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the “Private Placement Memorandum”)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. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated December 16, 2004, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 20, 2004. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular Variable (2) $551,170,000.00 January 2035 Class A-2-L Regular Variable (2) 100,000,000.00 January 2035 Class A-3-L Regular Variable (2) 24,600,000.00 January 2035 Class B-1-L Regular Variable (2) 13,655,000.00 January 2035 Class B-2-L Regular Variable (2) 4,202,000.00 January 2035 Class B-3-L Regular Variable (2) 2,451,000.00 January 2035 Class B-4-L Regular Variable (2) 1,750,000.00 January 2035 Class B-5-L Regular Variable (2) 1,400,000.00 January 2035 Class B-6-L Regular Variable (2) 1,051,919.33 January 2035 Class R-1† Residual 4.283%% 100.00 January 2035 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL Junior Subordinate and Class A-3FX Y Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated May 25, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated May 27, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class LT1 Regular Variable (the “Private Placement Memorandum”).2) $694,838,260.33 May 2044 Class LT2 Regular Variable (2) 15,758.74 May 2044 Class LT3 Regular Variable (3) 53,737.41 May 2044 Class LT4 Regular Variable (4) 53,737.41 May 2044 Class R-1+ Residual 3.408% 100.00 May 2044

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated June 21, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 23, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class A-1-L Regular Variable (2) $417,177,000.00 August 2035 Class A-2-L Regular Variable (2) 105,072,000.00 August 2035 Class A-3-L Regular Variable (2) 142,822,000.00 August 2035 Class A-4-L Regular Variable (2) 150,000,000.00 August 2035 Class B-1-L Regular Variable (2) 18,738,000.00 August 2035 Class B-2-L Regular Variable (2) 6,388,000.00 August 2035 Class B-3-L Regular Variable (2) 3,833,000.00 August 2035 Class B-4-L Regular Variable (2) 3,407,000.00 August 2035 Class B-5-L Regular Variable (2) 2,555,000.00 August 2035 Class B-6-L Regular Variable (2) 1,702,272.45 August 2035 Class R-1† Residual 4.951% 100.00 August 2035 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL Junior Subordinate and Class A-3FX Y Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated June 22, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 25, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class LT1 Regular Variable (2) $763,691,469.87 June 13, 2013 2044 Class LT2 Regular Variable (the “Preliminary Private Placement Memorandum”2) and a final Private Placement Memorandum dated the Pricing Date 19,697.14 June 2044 Class LT3 Regular Variable (the “Private Placement Memorandum”).3) 56,685.31 June 2044 Class LT4 Regular Variable (4) 56,685.31 June 2044 Class R-1+ Residual 3.386% 100.00 June 2044

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLCInc. and Xxxxxx Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts 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 amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC II, respectively). Each Certificate, other than a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC II for purposes of the REMIC Provisions. The Class A Senior P and Class E Certificates (will 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 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, other than the Class A-3FL and Class A-3FX Certificates)R-1 Interest, the Exchangeable Certificates and set out below. Each such REMIC I Interest, other than the Class X-A Certificates (collectivelyR-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31Class designation, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The principal amount for each Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).of REMIC I Interests: LT-1A1 5.00% $ 74,948,000.00 1-A1

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated September 19, 2003, and a Prospectus Supplement, dated October 23, 2003, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 28, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 4.500% $ 80,950.68 November 2018 Class C-Y-2 Regular 4.750% 41,165.88 November 2018 Class C-Y-3 Regular 5.000% 80,328.35 November 2018 Class C-Z-1 Regular 4.500% 161,820,415.87 November 2018 Class C-Z-2 Regular 4.750% 82,689,108.68 November 2018 Class C-Z-3 Regular 5.000% 161,354,009.08 November 2018 Class X-M Regular 5.000%(2) -- November 2018 Class P-M Regular (3) 1,023,174.11 November 2018 Class R-1+ Residual 4.750% 100.00 November 2018 * The Distribution Date in the “Preliminary Private Placement Memorandum”) specified month, which is the month following the month the latest maturing Mortgage Loan in the related Subgroup matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated Residual Interests, the Pricing Date ("latest possible maturity date" shall be the “Private Placement Memorandum”)Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion the Certificates. As provided herein, the Trustee, for federal income tax purposes, shall treat the Trust Fund as consisting of a trust (the “ES Trust”) beneath which are two real estate mortgage investment conduits (or in the Trust which is hereby createdalternative, “REMIC 1” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. On the Closing Date, the Depositor REMIC 1 will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust consist of the Mortgage Loans (other than Loans, excluding any Excess Interest payable thereon) rights of the Trust Fund in respect of the Additional Collateral, the Corridor Contract and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be assets held in the Grantor Trust Reserve Funds. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 1 Regular Interests”). The REMIC 1 Regular Interests will represent the “regular interests” in REMIC 1, and the Class R1 Interest will represent the single Class of “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests for the benefit of the Holders of the Class J CertificatesMaster REMIC. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders The Master REMIC will consist of the REMIC I Regular Interests, 1 Interests and will be evidenced by the holders of the Master REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates Interests (other than the Class A-3FL and Class A-3FX CertificatesR2 Interests), which will constitute the Exchangeable Certificates regular interests in the Master REMIC and the Class XR2 Interest, which will represent the single Class of “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereunder will be the Latest Possible Maturity Date. The ES Trust shall hold all Master REMIC regular interests, and shall issue the Certificates. Each Certificate, other than the Class A-A Certificates (collectivelyR Certificate, will represent ownership of one or more of the “Registered Certificates”) were offered for sale pursuant Master REMIC regular interests held by the ES Trust. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, to the Depositor’s prospectus dated December 31fullest extent possible, 2012 (ownership of an ES Trust Certificate shall be treated as direct ownership of the “Prospectus”)individual, as supplemented underlying assets represented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered such ES Trust Certificate for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)federal income tax reporting purposes.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLCInc. and Xxxxxx Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (As provided herein, the Trustee shall elect that the Trust Fund, other than the Class A-3FL E Distributable Amount and Class A-3FX Certificates)P Distributable Amount, the Exchangeable Certificates and the Class X-A Certificates be treated for federal income tax purposes as a real estate mortgage investment conduit (collectively, the a “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC”). The Class A-3FLEach Certificate, Class A-3FX, Class D, other than a Class E, a Class FP or Class R Certificate, represents ownership of a regular interest in the REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in the REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The following table specifies the Class designation, Certificate Interest Rate, initial Class Principal (or Notional) Amount and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates (each of which, other than the Class R, Class G, Class H, Class J E and Class P Certificates, is hereby designated as one or more regular interests in the REMIC) constituting the interests in the Trust Fund created hereunder. Class Designation Certificate Interest Rate Initial Class Principal (or Notional) Amount Minimum Denomination or Percentage Interest Class A 6.00% $346,475,000 $ 25,000 Class AP 0.00% $ 720,673 $ 150,000 Class AX 6.00% (1) $1,000,000 Class B1 6.00% $ 9,088,000 $ 100,000 Class B2 6.00% $ 2,726,000 $ 100,000 Class B3 6.00% $ 1,817,000 $ 100,000 Class B4 6.00% $ 1,090,000 $ 100,000 Class B5 6.00% $ 727,000 $ 100,000 Class B6 6.00% $ 912,339 $ 100,000 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 6.00% $ 100 100% (the “Preliminary Private Placement Memorandum”2) and a final Private Placement Memorandum dated the Pricing Date Class P (the “Private Placement Memorandum”).3) (3) (3) Class E (4) (4) (4) __________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Class A-3FL Exchange and Class A-3FX Certificates), the Exchangeable Certificates and the Class XLT-A Certificates (collectivelyR or Class R Certificate, and exclusive of the right to receive any FPD Premiums in the case of the Class 2-A2, Class 2-A3, Class 2-A4, Class 3-A3 and Class 3-A4 Certificates), 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 “Registered Certificates”latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) were offered for sale pursuant to date provided in the Depositor’s prospectus dated December 31definition of Latest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, 2012 each of which is hereby designated as a regular interest in REMIC I (the “ProspectusREMIC I Regular Interests”). Each REMIC I 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”), as supplemented by no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a free writing prospectus dated June 13, 2013, as further supplemented by rate in excess of the free writing prospectus dated June 20, 2013Net 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-described interest rates. On each Distribution Date, the free writing prospectus dated June 20, 2013Trustee 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 free writing prospectus dated June 24Trustee shall distribute the Prepayment Penalty Amounts collected during the preceding Prepayment Period, 2013 and in the free writing prospectus dated June 24case of Principal Prepayments in full, 2013 (collectivelyor 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 “Free Writing Prospectus”, and together with Trustee shall first pay or charge as an expense of REMIC I all expenses of the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered Trust Fund for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)such Distribution Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets, and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLCE, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus, dated June 13January 28, 2013 (the “Preliminary Private Placement Memorandum”) 2004, and a final Private Placement Memorandum Prospectus Supplement, dated April 22, 2004 of the Pricing Date Depositor (together, the “Private Placement Memorandum”"Prospectus").. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Group I Loans and other related assets (other than the related Reserve Fund and the related Cap Contract) in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class R Certificate shall represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Through Rate Date(1) LTI-1 $218,749,958.00 Xxxxxxxx(0) Xxxxx 00, 0000 XXX-XX-0 $6,250,000.00 Xxxxxxxx(0) Xxxxx 00, 0000 XXX-XX-0 $6,250,000.00 Xxxxxxxx(0) Xxxxx 00, 0000 XXX-XX-0 $6,250,000.00 Variable(2) March 25, 2034 LTI-IO-4 $12,500,000.00 Xxxxxxxx(0) Xxxxx 00, 0000 XXX-X $100.00 Variable(2) March 25, 2034 ---------------

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, (REMIC 5 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Certificate, other than the Class A-3FL P-I, Class P-II and Class A-3FX Certificates), the Exchangeable P-III Certificates and the Class X-A Certificates (collectivelyR Certificate, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class A-3FXLT2-4AXIO Interest and the Class LT2-4PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class DLT2-4AXIO Interest and the Class LT2-4PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the REMIC 2 Regular Interests, Class Ethe REMIC 3 Regular Interests, Class Fthe REMIC 4 Regular Interests, Class G, Class H, Class J the REMIC 5 Regular Interests and Class R Certificates will be offered for sale pursuant the rights to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, (REMIC 5 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Certificate, other than the Class A-3FL P-I and Class A-3FX Certificates), the Exchangeable P-II Certificates and the Class X-A Certificates (collectivelyR Certificate, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class A-3FXLT2-2AXIO Interest and the Class LT2-2PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class DLT2-2AXIO Interest and the Class LT2-2PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the REMIC 2 Regular Interests, Class Ethe REMIC 3 Regular Interests, Class Fthe REMIC 4 Regular Interests, Class G, Class H, Class J the REMIC 5 Regular Interests and Class R Certificates will be offered for sale pursuant the rights to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Lxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCH”), Bank of America, National Association, as seller (“BANASeller”), and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates Trustee and the Holders of the Class R Certificates. The parties hereto Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class A-3FL and Class A-3FX P Certificates), the Exchangeable Certificates and (iii) the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”X Account, and together with (iv) the ProspectusLower Tier Interests) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Preliminary Prospectus”), REMIC 1” and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC 2”). Each LIBOR Certificate represents ownership of a regular interest in REMIC 2 for purposes of the REMIC Provisions. In addition, each LIBOR Certificate represents the right to receive payments with respect to Excess Interest and payments from the Capitalized Interest Account. Each Grantor Trust Certificate represents a beneficial interest in a Grantor Trust holding the related Underlying Certificate and certain other assets for the benefit of the Grantor Trust Certificates. The Class A-3FLR Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than (i) the Lower Tier Interests, (ii) the Basis Risk Reserve Fund, (iii) the Class A-3FXX Account, and (iv) the rights to receive Prepayment Premiums distributable to the Class DP Certificates. 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. The following table sets forth (or describes) the Class Edesignation, interest rate, and initial principal amount for each Class F, Class G, Class H, Class J and Class of REMIC 1 Interests. LT1-1A1A (1) (4) N/A 1-A1A LTI-1A1B (1) (4) N/A 1-A1B LT1-1A2A1 (1) (4) N/X 0-X0X0 XX0-0X0X0 (1) (4) N/A 1-A2A2U LT1-1A2B (1) (4) N/A 1-A2B LT1-1A3A1 (1) (4) N/X 0-X0X0 XX0-0X0X0 (1) (4) N/A 1-A3A2U LT1-1A3B (1) (4) N/A 1-A3B LT1-1A4 (1) (4) N/A 1-A4 LT1-2A (1) (4) N/A 2-A LT1-M1 (1) (4) N/A M1 LT1-M2 (1) (4) N/A M2 LT1-M3 (1) (4) N/A M3 LT1-M4 (1) (4) N/A M4 LT1-M5 (1) (4) N/A M5 LT1-M6 (1) (4) N/A M6 LT1-M7 (1) (4) N/A M7 LT1-M8 (1) (4) N/A M8 LT1-M9 (1) (4) N/A M9 LT1-M10 (1) (4) N/A M10 LT1-XI (1) (5) N/A N/A LT1-IA (1) (6) Pool 1/ Pool 1 Senior Certificates N/A LT1-IB (2) (7) Pool 1/ Pool 1 Senior Certificates N/A LT1-IIA (1) (8) Pool 2/ Pool 2 Senior Certificates N/A LT1-IIB (3) (9) Pool 2/ Pool 2 Senior Certificates N/A LT1-XII (1) (10) N/A N/A LT1-R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”11) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).11) N/A N/A

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 13, 2005, and a Prospectus Supplement, dated July 22, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $ 386,978.55 September 2035 Class Y-2 Regular Variable (3) 44,994.24 September 2035 Class Y-3 Regular Variable (4) 24,455.57 September 2035 Class Z-1 Regular Variable (2) 797,170,699.02 September 2035 Class Z-2 Regular Variable (3) 89,943,488.92 September 2035 Class Z-3 Regular Variable (4) 48,886,676.25 September 2035 Class R-1† Residual 4.850% 100.00 September 2035 † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Prepayment Trust, the Class A Senior Certificates P1 Distributable Amount and the Class P2 Distributable Amount) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class A-3FL P1, Class P2, Class P3, Class P4, Class LT-R and Class A-3FX R Certificates), represents ownership of one or more regular interests in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 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 and REMIC II. 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 “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC Certificates and for the benefit of the Group I Regular InterestsSenior Certificate Insurer. The Depositor, the holders of the REMIC II Regular InterestsMaster Servicer, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates Securities Administrator and the Holders of the Class R Certificates. The parties hereto Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL I-CE, Class II-CE, Class I-P, Class II-P, Class I-R and Class A-3FX II-R Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated June 13April 30, 2013 2007, as supplemented, to a Prospectus dated May 19, 2006 (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX, REMIC X and REMIC XI be treated as a REMIC under Section 860D of the Code. Each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V (each a “Group I REMIC”) shall relate to Group I, and each of REMIC VI, REMIC VII, REMIC VIII, REMIC IX, REMIC X and REMIC XI (each a “Group II REMIC”) shall relate to Group II. The assets of REMIC I shall include the portion of the Trust Fund related to Group I (other than the Group I Pre-Funding Account, the Group I Reserve Fund, the Cap Account, the Group I Certificate Swap Account, and the Class I-A-1 Swap Account). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Preliminary Private Placement MemorandumGroup I Master REMIC”) ). The Class I-R Certificate shall represent ownership of the sole class of residual interest in each Group I REMIC formed hereby. The assets of REMIC VI shall include the portion of the Trust Fund related to Group II (other than the Group II Pre-Funding Account, the Group II Reserve Fund, the Group II Certificate Swap Account, the Class II-A-2A Swap Account and a final Private Placement Memorandum dated the Pricing Date Class II-A-5 Swap Account). The REMIC VI Regular Interests shall constitute the assets of REMIC VII. The REMIC VII Regular Interests shall constitute the assets of REMIC VIII. The REMIC VIII Regular Interests shall constitute the assets of REMIC IX. The REMIC IX Regular Interests shall constitute the assets of REMIC X. The REMIC X Regular Interests shall constitute the assets of REMIC XI (the “Private Placement MemorandumGroup II Master REMIC”). The Class II-AR Certificate shall represent ownership of the sole class of residual interest in each Group II REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesEstate. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts created herebyTrust Estate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, an election shall be made that portions of the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A-3FL X and Class A-3FX R Certificates), represents ownership of a regular interest in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such REMIC. The Class R Certificates will be offered Certificate represents ownership of the sole Class of residual interest in each REMIC for sale pursuant to purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated June 13regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, 2013 other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1. 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. The following table sets forth (or describes) the “Preliminary Private Placement Memorandum”Class designation, interest rate, and initial principal amount for each Class of REMIC 1 Lower Tier Interests. LT1-1-Senior (1) and a final Private Placement Memorandum dated the Pricing Date $ 31,099,000 LT1-1-Sub (the “Private Placement Memorandum”1) $ 2,072,885 LT1-2-Senior (2) $ 98,863,000 LT1-2-Sub (2) $ 6,591,193 LT1-3-Senior (3) $ 249,713,000 LT1-3-Sub (3) $ 16,647,673 LT1-4-Senior (4) $ 48,425,000 LT1-4-Sub (4) $ 3,228,490 LT1-R (5) (5).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than exclusive of amounts payable in respect of the Class A-3FL and Class A-3FX P Certificates), the Exchangeable Certificates Basis Risk Reserve Fund and the Class X-A Certificates Supplemental Interest Trust (collectively, the “Registered CertificatesExcluded Trust Assets”) were offered be treated for sale pursuant to federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the Depositor’s prospectus dated December 31alternative, 2012 REMIC I, REMIC II and REMIC III (the “ProspectusUpper Tier REMIC”), as supplemented by a free writing prospectus dated June 13respectively). Each Certificate, 2013other than the Class P, as further supplemented by Class X, Class LT-R or Class R Certificate and, in the free writing prospectus dated June 20case of the Class 1-A1, 2013Class 2-A1 and Class 3-A1 Certificates, exclusive of the free writing prospectus dated June 20right to receive amounts from the Basis Risk Reserve Fund, 2013, represents ownership of one or more regular interests in REMIC III for purposes of the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLP 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 15 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, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J 2-A1 and Class R 3-A1 Certificates will be offered for sale 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 REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 (and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the “Preliminary Private Placement Memorandum”) property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and a final Private Placement Memorandum dated the Pricing Date (Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the “Private Placement Memorandum”)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. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Lehman Capital, A Division of Lehman Brothers Holdings LLC, as seller Inc. (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Selxxx"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date xx xxe owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates1-A1 Certificate Insurer. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than the Class A-3FL and Class A-3FX Certificates)R Certificate, represents ownership of one or more regular interests in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class A-3FXLT-R Interest, set out below. Each such Lower Tier Interest, other than the Class DLT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier Interests. Lower Tier REMIC The following table specifies the class designation, interest rate, and principal amount for each class of Lower Tier Interests. Lower Tier Lower Tier Initial Class E, or Corresponding Class F, Class G, Class H, Class J and Class R Designation Interest Rate Principal Amount of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).----------------- ------------- ---------------- ---------------

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion the Certificates. As provided herein, the Trustee will elect that the Trust Fund (excluding the Carryover Reserve Fund, the assets held in the Pre-Funding Account and the Capitalized Interest Account and the Trust which is hereby createdFund's rights with respect to payments received under the Corridor Contract) for federal income tax purposes will consist of three REMICs (the "Swap-IO REMIC," the "Strip REMIC" and the "Master REMIC"). On the Closing DateEach Certificate, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, other than the Class A-R Certificates as consideration Certificate, will represent ownership of one or more regular interests in the Master REMIC for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer purposes of the REMIC I Regular Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Swap-IO REMIC, the Strip REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Strip REMIC Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess STR-A-R Interest), the EX XXXXX III Regular Interests, the Swap . Each Strip REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX CertificatesSTR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC will hold as assets the several classes of uncertificated Swap-IO REMIC Interests (other than the SWR-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 Carryover Reserve Fund, the Exchangeable Certificates assets held in the Pre-Funding Account and the Class X-A Certificates (collectivelyCapitalized Interest Account and the Trust Fund's rights with respect to payments received under the Corridor Contract) The latest possible maturity date, for federal income tax purposes, of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Swap Trust, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013Swap Contract, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 Swap Account and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)Swap Reserve Fund will not constitute any part of any REMIC created hereunder. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J Swap-IO REMIC Interests will have the principal balances and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)pass-through rates as set forth below.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trust Fund (other than the Class A-3FL and Class A-3FX Certificates)rights to Prepayment Penalty Amounts, the Exchangeable Certificates Cap Agreements, the Cap Agreement Reserve Fund, and the interests in the grantor trusts described in Section 10.01 hereof) shall be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, (REMIC 5 also being referred to herein as the "Upper Tier REMIC")). Each Certificate, other than the Class P-I, Class P-II, Class P-III, Class P-IV, Class CX and the Class X-A Certificates (collectivelyR Certificate, represents ownership of one or more regular interests in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class A-3FXLT2-3AXIO Interest, the Class DLT2-3PAXIO Interest, the Class ELT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class FLT2-3AXIO Interest, the Class GLT2-3PAXIO Interest, the Class HLT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the REMIC 2 Regular Interests, Class J the REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5 Regular Interests, the Cap Agreements, the Cap Agreement Reserve Fund, the rights to Prepayment Penalty Amounts and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (interests in the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)grantor trusts described in Section 10.01 hereof.

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL I-CE, Class I-R, Class II-B-4, Class II-B-5 and Class A-3FX II-B-6 Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were have been offered for sale pursuant to the Depositor’s prospectus a Prospectus Supplement dated December 31April 25, 2012 2007 to a Prospectus dated May 19, 2006 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectivelytogether, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLII-B-4, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J II-B-5 and Class R II-B-6 Certificates will be have been offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13April 26, 2013 2007. 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. The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. REMIC I, REMIC II, and REMIC III (each a “Group I REMIC”) shall relate to Group I, and REMIC IV and REMIC V (each a “Group II REMIC”) shall relate to Group II. The assets of REMIC I shall include the portion of the Trust Fund related to Group I (other than the Group I Reserve Fund and both Swap Accounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III (the “Preliminary Private Placement MemorandumGroup I Master REMIC”) and a final Private Placement Memorandum dated ). The Class I-R Certificate shall represent ownership of the Pricing Date sole class of residual interest in each Group I REMIC formed hereby. The assets of REMIC IV shall include the portion of the Trust Fund related to Group II (other than the Group II Reserve Fund). The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Private Placement MemorandumGroup II Master REMIC”). The Class II-AR Certificate shall represent ownership of the sole class of residual interest in each Group II REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”). Each Certificate, other than the Class A-3FL and LT-R or Class A-3FX Certificates)R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 (and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the “Preliminary Private Placement Memorandum”) property of the Trust Fund other than the Lower Tier Interests in REMIC I and a final Private Placement Memorandum dated REMIC II. The startup day for each REMIC created hereby for purposes of the Pricing Date (REMIC Provisions is the “Private Placement Memorandum”)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. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Mortgage Trust which is hereby createdFund. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, Mortgage Trust Certificates and the Class R R-1 Certificates from the Mortgage Trust Fund as consideration for its transfer to the Mortgage Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the owner of the Mortgage Trust Certificates and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightR-1 Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Mortgage Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Company of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Mortgage Trust Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Mortgage Trust Assets, Fund (E) except for that portion represented by the Class B R-1 Certificates), the conveyance to the Trustee by the Company of the Mortgage Trust Certificates and the issuance of the Certificate Trust Certificates representing in the aggregate the entire beneficial ownership interest in the Certificate Trust Fund (except for that portion represented by the Class R Certificates). On the Closing Date, the Company will acquire the Certificate Trust Certificates and the ClassR Certificates from the Certificate Trust Fund as consideration for its transfer to the Certificate Trust Fund of the Class B Specific Grantor Mortgage Trust Assets, (F) Certificates and will be the owner of the Certificate Trust Certificates and the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J R Certificates. All covenants and agreements made by the Depositor Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Mortgage Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Mortgage Trust Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).R-1

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLCInc. and Xxxxxx Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts 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 amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC II, respectively). Each Certificate, other than a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC II for purposes of the REMIC Provisions. The Class A Senior P and Class E Certificates (will 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 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, other than the Class A-3FL and Class A-3FX Certificates)R-1 Interest, the Exchangeable Certificates and set out below. Each such REMIC I Interest, other than the Class X-A Certificates (collectivelyR-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31Class designation, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The principal amount for each Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).of REMIC I Interests: LT-A1 6.00% $ 80,544,000.00 A1 LT-A2 6.00% $ 157,139,000.00 A2

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated June 24, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 28, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class CB-1-L Regular 5.500% $ 200,834,000.00 July 2035 Class CB-3-L Regular 5.500%(2) 6,500,000.00 July 2035 Class CB-4-L Regular 5.500% 68,375,800.00 July 2035 Class CB-5-L Regular 5.500% 11,240,000.00 July 2035 Class CB-6-L Regular (3) 14,998,280.00 July 2035 Class CB-7-L Regular (4) 5,453,920.00 July 2035 Class CB-8-L Regular 5.000% 2,500,000.00 July 2035 Class CB-9-L Regular 5.500% 1,000,000.00 July 2035 Class CB-10-L Regular 6.000% 2,500,000.00 July 2035 Class CB-11-L Regular (5) 51,007,000.00 July 2035 Class CB-12-L Regular (6) 4,637,000.00 July 2035 Class CB-13-L Regular 5.500% 7,385,000.00 July 2035 Class CB-14-L Regular 5.500% 128,640,700.00 July 2035 Class X-L Regular 5.500%(7) ----- July 2035 Class P-L Regular (8) 405,129.00 July 2035 Class B-1-L Regular 5.500% 9,282,000.00 July 2035 Class B-2-L Regular 5.500% 5,834,000.00 July 2035 Class B-3-L Regular 5.500% 3,712,000.00 July 2035 Class B-4-L Regular 5.500% 2,652,000.00 July 2035 Class B-5-L Regular 5.500% 2,121,000.00 July 2035 Class B-6-L Regular 5.500% 1,328,156.33 July 2035 Class R-1† Residual 5.500% 100.00 July 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Interest Trust, the Supplemental Prepayment Trust, any Cap Agreement, any Basis Risk Reserve Fund and any EPD Premiums) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Class A-3FL Exchange and Class A-3FX Exchangeable Certificates), the Exchangeable Certificates and the Class X, Class LT-A Certificates (collectivelyR and Class R Certificates, the “Registered Class P Components of the Class 1-A9 and Class 1-A10 Certificates”, and exclusive of the right to receive any FPD Premiums in the case of the Class 1-A5 Certificates) were offered represents ownership of one or more regular interests in REMIC III for sale pursuant to purposes of the Depositor’s prospectus dated December 31REMIC 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 each remaining 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, 2012 other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIB. 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 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 a regular interest in REMIC I (the “ProspectusREMIC I Regular Interests”). Each REMIC I 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”), as supplemented by no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a free writing prospectus dated June 13, 2013, as further supplemented by rate in excess of the free writing prospectus dated June 20, 2013Net 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-described interest rates. On each Distribution Date, the free writing prospectus dated June 20, 2013Trustee 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 free writing prospectus dated June 24, 2013 and Trustee shall first pay or charge as an expense of REMIC I all expenses of the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered Trust Fund for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)such Distribution Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller the Bank (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the Class A-3FL and Class A-3FX Certificates)rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Exchangeable Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than the Class P-I, the Class P-II Certificates, the Class 2-AX Certificates and the Class X-A Certificates (collectively, the “Registered R Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with each of the Prospectus, Class 2-AX Components is hereby designated as a regular interest in the “Preliminary Prospectus”), and as further supplemented by Upper Tier REMIC for purposes of the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, 2-AX Certificates represent ownership of the Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and 2-AX Components for purposes of the REMIC Provisions. The Residual Interest is hereby designated as the sole class of residual interest in the Upper Tier REMIC. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for sale pursuant purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier REMIC Regular Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Class MT-R Interest is hereby designated as the sole class of residual interest in the Middle Tier REMIC for purposes of the REMIC Provisions. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests. Each Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-R Interest is hereby designated as the sole class of residual interest in the Lower Tier REMIC for purposes of the REMIC provisions. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier REMIC Interests, the Middle Tier REMIC Interests and the rights to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage the Bank and Xxxxxx Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”collectively the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than the Class A-3FL P-I and Class A-3FX Certificates), the Exchangeable P-II Certificates and the Class X-A Certificates (collectivelyR Certificates, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, Class A-3FXthe Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier REMIC Regular Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests. Each Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Lower Tier REMIC Interests, Class Dthe Middle Tier REMIC Interests and the rights to Prepayment Penalty Amounts. Lower Tier REMIC The following table specifies the class designation, Class Einterest rate, Class F, Class G, Class H, Class J and Class R Certificates will be offered principal amount for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).each class of Lower Tier REMIC Interest. Lower Tier Initial Pass-Through Related Mortgage REMIC Interest Balance Rate Pool or Pools -------------- ------- ---- -------------

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery Trust Fund for federal income tax purposes will consist of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they a single REMIC. The Certificates will represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) interest in the Trust Fund. The Regular Certificates will represent "regular interests" in the REMIC II Regular Interests and the Residual Certificates will represent the sole class of residual interests in the REMIC. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, to in addition, one Residual Certificate representing the extent they represent Tax Matters Person Certificate may be issued in a different amount): [Remainder of Page Intentionally Left Blank] _______________________ Accretion Directed Certificates The Class A-1 Certificates. Accrual Certificates The Class A-2 Certificates. Accrual Components None. Book-Entry Certificates All Classes of Certificates other than the REMIC II Residual InterestPhysical Certificates. Component Certificates None. Components For purposes of calculating distributions, the Class R Component Certificates will be comprised of multiple payment components having the designations, Initial Component Balances and Pass- Through Rates set forth below: Initial Component Designation Balance Pass-Through Rate ----------- ------------- ----------------- N/A N/A N/A Delay Certificates All interest-bearing Classes of Certificates other than the Non-Delay Certificates, representing in if any. ERISA-Restricted Certificates The Residual Certificates. Floating Rate Certificates None. Insured Retail Certificates None. Interest Only Certificates None. Inverse Floating Rate Certificates None. COFI Certificates None. LIBOR Certificates None. Non-Delay Certificates None. Notional Amount Certificates None. Offered Certificates All Classes of Certificates other than the aggregate Private Certificates. Physical Certificates The Private Certificates and the entire beneficial ownership Residual Certificates. Planned Principal Classes None. Primary Planned Principal Classes None. Principal Only Certificates None. Private Certificates Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies S&P and Fitch. Regular Certificates All Classes of REMIC II, (C) the REMIC III Regular Certificates, other than the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the . Residual Certificates Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Scheduled Principal Classes None.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated March 21, 2005, and a Prospectus Supplement, dated March 21, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 24, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class A-1-L Regular Variable (2) $180,324,000.00 April 2035 Class A-2A-L Regular Variable (2) 64,249,000.00 April 2035 Class A-2B-L Regular Variable (2) 15,000,000.00 April 2035 Class A-3-L Regular Variable (2) 124,949,000.00 April 2035 Class A-4A-L Regular Variable (2) 100,000,000.00 April 2035 Class A-4B-L Regular Variable (2) 66,110,000.00 April 2035 Class A-5-L Regular Variable (2) 169,851,000.00 April 2035 Class B-1-L Regular Variable (2) 15,760,000.00 April 2035 Class B-2-L Regular Variable (2) 5,253,000.00 April 2035 Class B-3-L Regular Variable (2) 3,002,000.00 April 2035 Class B-4-L Regular Variable (2) 2,626,000.00 April 2035 Class B-5-L Regular Variable (2) 1,876,000.00 April 2035 Class B-6-L Regular Variable (2) 1,504,006.41 April 2035 Class R-1† Residual 4.684% 100.00 April 2035 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated April 21, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated April 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class 1-CB-1-L Regular 5.500% $ 39,748,000.00 May 2035 Class 1-CB-2-L Regular 5.500% 2,049,000.00 May 2035 Class 1-CB-3-L Regular 5.500% 356,447,000.00 May 2035 Class 1-CB-5-L Regular 5.500% 10,953,000.00 May 2035 Class 1-CB-6-L Regular 5.500% 8,770,300.00 May 2035 Class 2-A-1-L Regular 5.500% 8,815,000.00 May 2035 Class 2-A-2-L Regular 5.500% 34,500,000.00 May 2035 Class 2-A-3-L Regular 5.500% 46,317,000.00 May 2035 Class 2-A-5-L Regular 5.500% 2,614,000.00 May 2035 Class 2-A-6-L Regular 5.500% 455,000.00 May 2035 Class C-X-L Regular 5.500%(2) ----- May 2035 Class C-P-L Regular (3) 2,059,478.92 May 2035 Class B-1-L Regular 5.500% 9,725,000.00 May 2035 Class B-2-L Regular 5.500% 6,753,000.00 May 2035 Class B-3-L Regular 5.500% 4,322,000.00 May 2035 Class B-4-L Regular 5.500% 3,241,000.00 May 2035 Class B-5-L Regular 5.500% 2,161,000.00 May 2035 Class B-6-L Regular 5.500% 1,352,676.17 May 2035 Class R-1† Residual 5.500% 100.00 May 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Lehman Capital, A Division of Lehman Brothers Holdings LLC, as seller Inc. (“MSMCH”), Bank of America, National Association, as seller (“BANA”), xxx "Xeller") and CIBC Inc., as seller (“CIBC”), and will be at the Closixx Xxxe is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicers and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates For federal income tax purposes, the Trust Fund (other than exclusive of the Class A-3FL B4 Hazard Obligation) will consist of four REMICs, the Group 1-3 Lower Tier REMIC, the Group 1-3 Upper Tier REMIC, the Group 4 Lower Tier REMIC, and the Group 4 Upper Tier REMIC. The Group 1-3 Lower Tier REMIC and the Group 1-3 Upper Tier REMIC: The Group 1-3 Lower Tier REMIC will consist of all of the assets constituting the Group 1-3 Mortgage Loans (exclusive of the Class B4 Hazard Obligation, the Class 2-A1 Call Option and Class A-3FX Certificates), 3-A1 Call Option) and will be evidenced by the Exchangeable Certificates Group 1-3 LT Regular Interests which will be uncertificated and will represent the "regular interests" in the Group 1-3 Lower Tier REMIC (the "Group 1-3 LT Regular Interests") and the Class XGroup 1-A Certificates (collectively, 3 LT Residual Interest as the “Registered Certificates”) were offered for sale pursuant to single "residual interest" in the Depositor’s prospectus dated December 31, 2012 Group 1-3 Lower Tier REMIC (the “Prospectus”"Group 1-3 LT Residual Interest"), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented . The Trustee will hold the Group 1-3 Lower Tier REMIC regular interests on behalf of the Group 1-3 Upper Tier REMIC. The Group 1-3 Upper Tier REMIC will consist of the Group 1-3 LT REMIC Regular Interests and will be evidenced by the free writing prospectus dated June 20, 2013, Group 1-3 Certificates which will represent the free writing prospectus dated June 20, 2013, "regular interests" in the free writing prospectus dated June 24, 2013 Group 1-3 Upper Tier REMIC (the "Group 1-3 UT Residual Interest") and the free writing prospectus dated June 24, 2013 (collectively, Group 1-3 UT Residual Interest as the “Free Writing Prospectus”, and together with single "residual interest" in the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date Group 1-3 Upper Tier REMIC (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”"Group 1-3 UT Residual Interest"). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J R-I Certificate will represent beneficial ownership of the Group 1-3 LT Residual Interest and Class R Certificates the Group 1-3 UT Residual Interest. All REMIC regular and residual interests created hereby will be offered retired on or before the Assumed Final Maturity Date. The following table irrevocably sets forth the designation, the Group 1-3 Uncertificated Lower Tier REMIC Pass-Through Rate, the initial Uncertificated Balance and, solely for sale pursuant to a Preliminary Private Placement Memorandum dated the purpose of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Group 1-3 Lower Tier REMIC Regular Interest. None of the Group 1-3 Lower Tier REMIC Regular Interests will be certificated. Initial Uncertificated Assumed Certificate Principal (or Final Class Designation Interest Rate Notional) Amount Maturity ----------------- -------------- ---------------- ----------- Class L1-A1 8.00% $109,763,000.00 June 1325, 2013 2033 Class L1-A2 0.00% $ 459,086.00 June 25, 2033 Class L1-A3 8.00% (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date June 25, 2033 Class L2-A1 8.00% $51,674,000.00 June 25, 2033 Class L2-A2 8.00% $ 1,000,000.00 June 25, 2033 Class L2-A4 (the “Private Placement Memorandum”).2) $ 709,378.00 June 25, 2033 Class L2-A5 8.00% (3) June 25, 2033 Class L3-A1 8.00% $46,679,000.00 June 25, 2033 Class L3-A2 8.00% $ 1,000,000.00 June 25, 2033 Class L3-A4 (4) $ 424,625.00 June 25, 2033 Class L3-A5 8.00% (5) June 25, 2033 Class LB1-I (6) $ 4,158,000.00 June 25, 2033 Class LB1-I-X (7) (8) June 25, 2033 Class LB2-I (9) $ 1,202,000.00 June 25, 2033 Class LB3-I (9) $ 655,000.00 June 25, 2033 Class LB4-I (9) $ 3,402,000.00 June 25, 2033 Class LB5-I (9) $ 1,361,000.00 June 25, 2033 Class LB6-I (9) $ 1,361,609.27 June 25, 2033 Group 1-3 LT Residual 8.00% $ 100.00 June 25, 2033 ---------------------------

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular InterestsTrustee, the Holders of the REMIC III Regular CertificatesMaster Servicer, the holders of the EX XXXXX III Regular InterestsBack-up Master Servicer, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates Securities Administrator and the Holders of the Class R Certificates. The parties hereto Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates)As provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, and (ii) the Class X-A Certificates Cap Agreement (collectively, the “Registered CertificatesExcluded Trust Property”)) were offered be treated for sale pursuant federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2; REMIC 2 also being referred to the Depositor’s prospectus dated December 31, 2012 (as the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusUpper 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 A-3FLX 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-3FX, Class D, Class E, Class F, Class G, Class H, Class J X and Class R Certificates will be offered for sale 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 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 other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated June 13regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, 2013 for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the “Preliminary Private Placement Memorandum”class designation, interest rate, and initial Class Principal Amount for each class of Lower Tier Interests in REMIC 1. LT-A1 (1) and a final Private Placement Memorandum dated the Pricing Date $ 167,593,500.00 A1 LT-A2 (the “Private Placement Memorandum”).2) $ 75,000,000.00 A2 LT-A3 (2) $ 28,381,250.00 A3 LT-A4 (2) $ 11,625,500.00 A4 LT-M1 (3) $ 10,856,250.00 M1 LT-M2 (3) $ 7,803,000.00 M2 LT-M3 (3) $ 5,937,000.00 M3 LT-M4 (3) $ 5,937,000.00 M4 LT-M5 (3) $ 10,856,250.00 M5 LT-M6 (3) $ 3,223,000.00 M6 LT-M7 (3) $ 3,053,250.00 M7 LT-M8 (3) $ 3,223,000.00 M8 LT-M9 (3) $ 1,526,750.00 M9 LT-M10 (3) $ 2,544,250.00 X00 XX-Xxxx-0-XXX (1) $ 1,343,966.47 N/A LT-Pool-1-N (1) $ 233,447,857.20 N/A LT-Pool-2-PSA (2) $ 922,275.81 N/A LT-Pool-2-N (2) $ 160,198,264.56 N/A LT-Q (3) $ 623,552,864.04 N/A LT-R (4) (4) R _______________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLC, as seller Inc. (“MSMCH”), Bank of America, National Association, as seller (“BANA”"Xxxxxx Capital"), and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates)As provided herein, the Exchangeable Certificates Trustee shall elect that the Trust Fund be treated for federal income tax purposes as including three separate real estate mortgage investment conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC 2," and "REMIC 3," respectively, REMIC 3 also being referred to as the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”"Upper Tier REMIC"). The Class A-3FLA1, Class A-3FXA2, Class M1, Class M2, Class B, and Class X Certificates represent ownership of all of the "regular interests" in REMIC 3 (the Class T3-A1, Class T3-A2, Class T3-M1, Class T3-M2, Class T3-B, Class T3-E, Class T3-F, and Class T3-G Interests), and the Class R3 Interest represents the sole class of "residual interest" in REMIC 3 for purposes of the REMIC Provisions. Each of the Class R1, Class R2, and Class R3 Certificates represents the sole class of "residual interest" in REMIC 1, REMIC 2, and REMIC 3 respectively, for purposes of the REMIC Provisions. There are also seven classes of uncertificated REMIC 1 Regular Interests issued under this Agreement (the Class T1-C, Class T1-D, Class ET1-A1, Class FT1-A2, Class GT1-M1, Class HT1-M2, and Class T1-B), each of which will constitute regular interests in REMIC 1; and twelve classes of uncertificated REMIC 2 Regular Interests (the Class T2-C, Class J T2-D, Class T2-A1, Class T2-A2, Class T2-M1, Class T2-M2, Class T2-B, Class T2-A1-IO, Class T2-A2-IO, Class T2-M1-IO, Class T2-M2-IO, and Class R Certificates T2-B-IO Interests), each of which will constitute regular interests in REMIC 2. The REMIC 1 Regular Interests will be offered held as assets of REMIC 2, and the REMIC 2 Regular Interests will be held as assets of REMIC 3. The latest possible maturity date for sale pursuant each regular interest shall be the Latest Possible Maturity Date. As used herein, (i) the Class A1 Certificates are "related" to a Preliminary Private Placement Memorandum dated June 13Pool 1 and the Class A2 Certificates are "related" to Pool 2. The following table sets forth (or describes) the Class designation, 2013 Certificate Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Certificate Interest Rate Initial Class Minimum Class Designation Principal Amount Denominations Class A1 (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date $983,064,000.00 $ 25,000 Class A2 (the “Private Placement Memorandum”2) 275,679,000.00 25,000 Class M1 (3) 40,604,000.00 25,000 Class M2 (4) 40,604,000.00 25,000 Class B (5) 13,534,000.00 25,000 Class P (6) (6) (7) Class X (6) (6) (7) Class R (6) (6) (7).

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and, to and the extent they represent Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to and will be the Trust; (iii) the REMIC III Regular Certificates (other than the portion owner of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated June 22, 2006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 26, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $62,794.12 August 2036 Class Y-2 Regular Variable (3) 163,334.69 August 2036 Class Z-1 Regular Variable (2) 125,525,453.96 August 2036 Class Z-2 Regular Variable (3) 326,534,558.48 August 2036 Class R-1† Residual 6.055% 100.00 August 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire convey the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans Loan and the other property being conveyed by it assets constituting the Trust Fund to the Trustee trust created by this Agreement in exchange for inclusion the Certificates which will evidence the entire beneficial ownership interest in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) a segregated pool of assets of the Trust Fund, for which a REMIC I Regular Interests andelection will be made and (ii) the right to receive Default Interest, to the extent they represent collected from the Borrowers, on the Mortgage Notes. The Trustee, on behalf of the trust created by this Agreement, will elect to treat the segregated pool of assets, consisting of (a) the Mortgage Loan (excluding any Default Interest), (b) the amount from time to time in the Distribution Account and the Certificate Account, (c) any property which secures the Mortgage Loan and which is acquired by foreclosure, deed-in- lieu of foreclosure or otherwise and (d) certain other rights set forth herein, as a REMIC I Residual (the "Trust REMIC") for federal income tax purposes. The Trust REMIC will issue four classes of "regular interests," each in the principal amount and bearing interest at the rate, set forth below for the corresponding Class of Certificates (but excluding any right to Default Interest, the ). The Class R Certificates as consideration for its transfer to will be designated the "residual interest" in the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightREMIC. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the each Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL R Certificates) will also be entitled to receive, to the extent collected from the Borrowers, Default Interest on the corresponding Class of Mortgage Note. Capitalized terms not otherwise defined in this Preliminary Statement shall have the respective meanings set forth below. The Class A, Class B, Class C and Class A-3FX Certificates), the Exchangeable D Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were have been offered for sale pursuant to the Depositor’s prospectus dated December 31Offering Memorandum, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by 1996. The following sets forth the free writing prospectus dated June 20, 2013Class designation, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 original Certificate Balance and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Certificate Rate for each Class A-3FL, of Certificates: Original Default Class A-3FX, Certificate Certificate Interest Designation Balance Rate Rate Class D, A $123,700,000 7.76% 3.0% Class E, B 20,600,000 7.98% 3.0% Class F, C 28,900,000 8.28% 3.0% Class G, Class H, Class J and D 8,500,000 8.92% 3.0% Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”N/A(1) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).0.00% 0.00%

PRELIMINARY STATEMENT. On The Depositor at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Loans and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent Depositor of the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, Certificates representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FLCE, Class A-3FXCE-2, Class DCE-3, Class E, Class F, Class G, Class H, Class J P and Class R Certificates will be Certificates, have been offered for sale pursuant to a Preliminary Private Placement Memorandum Prospectus Supplement dated June 13May 30, 2013 2007 to a Prospectus dated May 17, 2007 (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans (exclusive of the Class CE-2 Excess Servicing Fee and the Class CE-3 Excess Servicing Fee), the accounts (other than the Collateral Accounts, the Reserve Fund, the Carryover Reserve Fund, the Floor Account, the Class A-1 Swap Account, the Certificate Swap Account and the Pre-Funding Account), any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III Regular Interests shall constitute the assets of REMIC IV. The REMIC IV Regular Interests shall constitute the assets of REMIC V (the “Preliminary Private Placement MemorandumMaster REMIC”) and a final Private Placement Memorandum dated ). The Class R Certificate shall represent ownership of the Pricing Date (sole class of residual interest in each REMIC formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “Private Placement Memorandum”)latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (excluding the Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class A-3FL P, Class LT-R and Class A-3FX R Certificates), represents ownership of one or more regular interests in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in each remaining REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 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 and REMIC II. 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 “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Sale and Assignment Agreement and by the 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R CertificatesGuarantor. The parties hereto Depositor, the Seller, the Trustee, the Guarantor and the Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that each of the segregated pools of assets of the Trust Fund described below be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2 and REMIC 3, REMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class A-3FL and Class A-3FX Certificates)A-IO Certificate, the Exchangeable Certificates Class X Certificate, the Class R Certificate and the Class X-A Certificates (collectivelyP Certificate, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLA-IO Certificate and the Class X Certificate each represent ownership of two regular interests in the Upper Tier REMIC as described in notes 7 and 9, respectively, of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-3FXA-IO, Class DX, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale P Certificates, represents the right to receive payments with respect to any 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, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a Preliminary Private Placement Memorandum dated June 13, 2013 (regular interest in REMIC 2 for purposes of the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).REMIC

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Assets and other property for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Mortgage Loans Certificates from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing DateFund, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) Loans, the Underlying Certificates and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing conveyance to the Trustee of the Mortgage Loans, the Underlying Certificates and the issuance of (A) other property constituting the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans Loans, the Underlying Certificates and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than exclusive of amounts payable in respect of the Class A-3FL and Class A-3FX P Certificates), the Exchangeable Certificates Basis Risk Reserve Funds, the Cap Agreements and the Class X-A Certificates Supplemental Interest Trust (collectively, the “Registered CertificatesExcluded Trust Assets”) were offered be treated for sale pursuant to federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the Depositor’s prospectus dated December 31alternative, 2012 REMIC I, REMIC X, REMIC II and REMIC III (the “ProspectusUpper Tier REMIC”), respectively). Each Certificate, other than the Class P, Class X, Class LT-R or Class R Certificate and, in the case of the Class 1-A1 and Class 3-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Funds, 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 Funds and Supplemental Interest Trust as supplemented by described in note 9 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 and Class 3-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 REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC X, REMIC 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 free writing prospectus dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. The Upper Tier REMIC shall also hold as its assets the uncertificated Lower Tier Interest in REMIC X, 2013other than the Class R-X Interest, and each such Lower Tier Interest is hereby designated as further supplemented a regular interest in REMIC X for purposes of the REMIC Provisions. REMIC X shall hold as its assets the Underlying Certificates. REMIC II 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 Underlying Certificates, the Lower Tier Interests in REMIC X, REMIC I, REMIC II 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 I shall issue one uncertificated interest in respect of each Mortgage Loan held by the free writing prospectus dated June 20Trust on the Closing Date, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 each of which is hereby designated as a regular interest in REMIC I (collectively, the “Free Writing ProspectusREMIC I Regular Interests”, ). Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and together with shall bear interest at a per annum rate equal to the Prospectus, Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Preliminary ProspectusOriginal Mortgage Loan”), and 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 Net 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-described interest rates. On each Distribution Date, 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 further supplemented an expense of REMIC I all expenses of the Trust Fund for such Distribution Date. REMIC X shall issue one uncertificated interest in respect of the Underlying Certificates held by the final prospectus supplement dated Trust on the Pricing Date Closing Date, which is hereby designated as a regular interest in REMIC X (the “Prospectus Supplement”, and together with the Prospectus, the “Final ProspectusREMIC X Regular Interest”). The REMIC X Regular Interest shall have an initial principal balance equal to the principal amount of the Underlying Certificates and shall bear interest at a per annum rate equal to the Interest Rate of the Underlying Certificates. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount for Pool 4 with respect to the Lower Tier Interest in REMIC X based on the above-described interest rate. On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount for Pool 4 to the Lower Tier Interest in REMIC X. REMIC II shall hold as assets the REMIC I Regular Interests. REMIC II shall issue the several classes of uncertificated REMIC II Interests set out below. Each such REMIC II Interest, other than the Class A-3FLR-2 Interest, is hereby designated as a regular interest in REMIC II. The following table specifies the Class A-3FXdesignation, interest rate, and principal amount for each Class Dof REMIC II Interests: LTII-1-A1 5.50% $ 124,897,000.00 Class 1-A1, 1-A2 LTII-1-A3 5.50% $ 41,633,000.00 Class E1-A3 LTII-1-A4 5.50% $ 4,973,000.00 Class 1-A4 LTII-1-A5 5.50% $ 39,765,000.00 Class 1-A5 LTII-1-A6 5.50% $ 3,111,000.00 Class 1-A6 LTII-2-A1 (1) $ 45,293,000.00 Class 2-A1 LTII-2-A2 (1) $ 5,033,000.00 Class 2-A2 LTII-3-A1 5.50% $ 123,712,000.00 Class 3-A1, 3-A2 LTII-3-A3 5.50% $ 41,238,000.00 Class F, 3-A3 LTII-3-A4 5.50% $ 5,101,000.00 Class G, 3-A4 LTII-3-A5 5.50% $ 27,442,000.00 Class H, 3-A5 LTII-3-A6 5.50% $ 9,886,000.00 Class J and 3-A6 LTII-AP 0.00% $ 3,181,606.00 Class AP LTII-AX (2) (2) Class AX LTII-PAX (3) (3) Class PAX LTII-1-AR 5.75% $ 100.00 Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 LTII-3B1 5.50% $ 9,029,000.00 Class 3B1 LTII-3B2 5.50% $ 1,560,000.00 Class 3B2 LTII-3B3 5.50% $ 891,000.00 Class 3B3 LTII-3B4 5.50% $ 780,000.00 Class 3B4 LTII-3B5 5.50% $ 557,000.00 Class 3B5 LTII-3B6 5.50% $ 448,451.00 Class 3B6 LTII-1-GSA (the “Preliminary Private Placement Memorandum”4) and a final Private Placement Memorandum dated the Pricing Date $ 149,654.32 N/A LTII-1-Pool (the “Private Placement Memorandum”4) $ 14,815,778.03 N/A LTII-2-GSA (5) $ 34,988.13 N/A LTII-2-Pool (5) $ 3,463,824.38 N/A R-2 (6) (6) (6).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts, the Cap Agreements and the Cap Agreement Reserve Fund) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2 and REMIC 3, (REMIC 3 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including three grantor trusts. Each Certificate, other than the Class A-3FL P, Class CX, Class Z and Class A-3FX R Certificates), the Exchangeable Certificates and each of the Class X-A Certificates (collectivelyZ Components, represents ownership of a regular interest in the “Registered Certificates”) were offered Upper Tier REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in each of REMIC 1, Class A-3FXREMIC 2 and REMIC 3 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the REMIC 1 Interests, Class Dthe REMIC 2 Interests, Class Ethe REMIC 3 Regular Interests, Class Fthe REMIC 3 Residual Interest, Class Gthe Cap Agreements, Class H, Class J the Cap Agreement Reserve Fund and Class R Certificates will be offered for sale pursuant the rights to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Supplemental Interest Trust, the Cap Agreements and Basis Risk Reserve Funds (the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each Certificate, other than the Class A-3FL and X, Class A-3FX Certificates)LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, 2013 (and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the “Preliminary Private Placement Memorandum”) property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and a final Private Placement Memorandum dated the Pricing Date (Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the “Private Placement Memorandum”)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. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLCInc. and Xxxxxx Brothers Bank, as seller FSB (each, a “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IV, respectively). Each Certificate, other than the Class A-3FL and Class A-3FX Certificates)R Certificate, represents ownership of one or more regular interests in the Exchangeable Certificates and REMIC IV for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the interests in any REMIC formed hereby. REMIC II shall hold as assets the several classes of uncertificated REMIC I Interests, other than the Class A-3FXR-1 Interest, set out below. Each such REMIC I Interest, other than the Class DR-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class Edesignation, interest rate, and initial Class F, Principal Amount for each Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 of REMIC I Interests: LT1-Pool 1 5.60% $ 1,540,555,640.19 LT1-AX(1) (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).1) LT1-Pool 2 6.00% $ 284,903,363.86 LT1-AX(2) (2) (2) LT1-2-AP 0.00% $ 206,934.00 R-1 (3) (3) ____________________

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated May 20, 2003, and a Prospectus Supplement, dated May 21, 2003, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated May 23, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates: Certificate Interest Rate (1) Initial Class Principal Balance Class I-A-1-L Regular 5 .500% $66,170,000 .00 June 2033 Class I-A-2-L Regular 5 .750% 2,000,000 .00 June 2033 Class I-A-3-L Regular 5 .250% 2,000,000 .00 June 2033 Class I-A-4-L Regular 5 .500% 54,185,000 .00 June 2033 Class I-A-5-L Regular 5 .500% 4,000,000 .00 June 2033 Class I-A-6-L Regular 5 .750% 2,000,000 .00 June 2033 Class I-A-7-L Regular 5 .250% 2,000,000 .00 June 2033 Class I-A-8-L Regular 5 .500% 3,000,000 .00 June 2033 Class I-A-9-L Regular 6 .000% 1,750,000 .00 June 2033 Class I-A-10-L Regular 5 .500% 1,750,000 .00 June 2033 Class I-A-11-L Regular 5 .250% 3,500,000 .00 June 2033 Class I-A-12-L Regular 5 .500% 4,000,000 .00 June 2033 Class I-A-13-L Regular 5 .500% 4,106,000 .00 June 2033 Class I-A-14-L Regular 5 .500% 6,020,662 .00 June 2033 Class I-A-15-L Regular 5 .500% 43,485,000 .00 June 2033 Class I-A-16-L Regular 5 .500% 10,000,000 .00 June 2033 Class I-A-18-L Regular 5 .500% 99,700,000 .00 June 2033 Class I-A-19-L Regular 5 .500% 2,794,000 .00 June 2033 Class I-A-20-L Regular (2 ) 88,445,133 .00 June 2033 Class I-A-21-L Regular (3 ) 32,161,867 .00 June 2033 Class I-A-22-L Regular 5 .500% 69,894,000 .00 June 2033 Class I-A-23-L Regular 5 .500% 10,000,000 .00 June 2033 Class I-A-24-L Regular 5 .500% 1,039,000 .00 June 2033 Class I-A-26-L Regular 5 .500% 8,649,000 .00 June 2033 Class I-A-27-L Regular 5 .000% 66,170,000 .00 June 2033 Class I-A-28-L Regular 8 .000% 13,234,000 .00 June 2033 Class II-A-L Regular 5 .000% 174,026,128 .00 June 2018 Class III-A-L Regular 5 .500% 51,479,043 .00 June 2033 Class C-X-L Regular 5 .500%(4) ------ June 2033 Class II-X-L Regular 5 .000%(4) ------ June 2018 Class C-P-L Regular (5 ) 1,697,534 .58 June 2033 Class II-P-L Regular (5 ) 1,053,497 .69 June 2018 Class C-B-1-L Regular 5 .500% 9,422,932 .00 June 2033 Class C-B-2-L Regular 5 .500% 3,028,799 .00 June 2033 Class C-B-3-L Regular 5 .500% 2,355,732 .00 June 2033 Class C-B-4-L Regular 5 .500% 1,009,599 .00 June 2033 Class C-B-5-L Regular 5 .500% 1,009,599 .00 June 2033 Class C-B-6-L Regular 5 .500% 1,009,602 .35 June 2033 Class II-B-1-L Regular 5 .000% 1,063,237 .00 June 2018 Class II-B-2-L Regular 5 .000% 354,412 .00 June 2018 Class II-B-3-L Regular 5 .000% 265,809 .00 June 2018 Class II-B-4-L Regular 5 .000% 177,206 .00 June 2018 Class II-B-5-L Regular 5 .000% 88,603 .00 June 2018 Class II-B-6-L Regular 5 .000% 177,207 .55 June 2018 Class R-1+ Residual 5 .000% 100 .00 June 2033 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings LLCInc. and Xxxxxx Brothers Bank, as seller FSB (“MSMCH”)each, Bank of America, National Association, as seller (“BANA”), a "Seller") and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as a real estate mortgage investment conduit (the "REMIC"). Each Certificate, other than the Class A-3FL and Class A-3FX Certificates)R Certificate, represents ownership of one or more regular interests in the Exchangeable Certificates and REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The REMIC shall hold as assets all property of the Trust Fund. The REMIC The following table specifies the Class designation, Certificate Interest Rate, initial Class A-3FXPrincipal (or Notional) Amount and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates (each of which, Class D, Class E, Class F, Class G, Class H, Class J and other than the Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13Certificate, 2013 (represents ownership of one or more regular interests in the “Preliminary Private Placement Memorandum”REMIC) and a final Private Placement Memorandum dated constituting the Pricing Date (interests in the “Private Placement Memorandum”)Trust Fund created hereunder.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated June 21, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 24, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 5.000% $ 62,773.97 July 2034 Class C-Y-2 Regular 5.500% 192,359.66 July 2034 Class C-Y-3 Regular 6.000% 40,769.95 July 2034 Class C-Z-1 Regular 5.000% 125,485,170.49 July 2034 Class C-Z-2 Regular 5.500% 386,723,498.55 July 2034 Class C-Z-3 Regular 6.000% 81,964,676.61 July 2034 Class X-M Regular 6.000%(2) ----- July 2034 Class P-M Regular (the “Private Placement Memorandum”).3) $712,357.28 July 2034 Class R-1+ Residual 5.000% 100.00 July 2034

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular InterestsTrustee, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates Master Servicer and the Holders of the Class R Certificates. The parties hereto Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class A Senior Certificates X Cap) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class A-3FL X Certificate, Class P Certificate, and Class A-3FX R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificate represents ownership of a regular interest in REMIC 1. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates), represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Exchangeable Certificates Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X-A Certificates (collectivelyX Cap. 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 “Registered Certificates”latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) were offered for sale pursuant to the Depositor’s prospectus dated December 31class designation, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”initial principal amount for each class of REMIC 1 Lower Tier Interests. LT1-1AIO-1 (1) $ 38,416,709.00 LT1-1AIO-2 (1) $ 57,624,489.00 LT1-1AIO-3 (1) $ 115,249,552.00 LT1-Pool 1 (1) $ 428,984,084.47 LT1-2AIO-1 (2) $ 28,397,291.00 LT1-2AIO-2 (2) $ 42,595,511.00 LT1-2AIO-3 (2) $ 85,191,448.00 LT1-Pool 2 (2) $ 315,888,843.07 P (3) $ 100.00 LT1-R (4) (4), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”)the Seller, and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdEstate. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesEstate. All covenants and agreements made by the Depositor Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Estate are for the benefit of the holders Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the trusts created herebyTrust Estate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, an election shall be made that portions of the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, Lower-Tier REMIC I, Lower-Tier REMIC II, REMIC 2 and REMIC 3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class A-3FL and Class A-3FX R Certificates), represents ownership of a regular interest in the Exchangeable Certificates and Upper Tier REMIC for purposes of the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole Class of residual interest in each REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several uncertificated interests in REMIC 2, Class A-3FXother than the LT2-R Interest, Class Dand each such interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated interests in Lower-Tier REMIC I and Lower-Tier REMIC II, Class Eother than the LT-RI and LTR-II Interests, Class Fand each such interest is hereby designated as a regular interest in Lower-Tier REMIC I or Lower-Tier REMIC II, Class Gas applicable, Class Hfor purposes of the REMIC Provisions. Lower-Tier REMIC I shall hold as its assets the Pool I Mortgage Loans and any related assets and Lower Tier REMIC II shall hold as assets the Pool II Mortgage Loans and related assets. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, Class J for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the designation, interest rate, and Class R Certificates will be offered initial principal balance for sale pursuant to each interest in Lower-Tier REMIC I, each of which, other than the LT-RI Interest, is hereby designated as a Preliminary Private Placement Memorandum dated June 13regular interest (each, 2013 (the a “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”REMIC LT-I Regular Interest).

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class A Senior Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class A-3FL E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class A-3FX Certificates)E Certificates will 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, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Exchangeable Certificates Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class X-A Certificates (collectivelyE Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented which is beneficially owned by the free writing prospectus dated June 20holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2013other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the free writing prospectus dated June 20Class designation, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date principal amount for each Class of REMIC I Interests: LT1-Pool 1 4.75% $ 211,086,050.86 LT1-AP(1) 0.00% $ 3,999,541.00 LT1-AX(1) (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 1) (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date LT1-Pool 2 5.25% $ 72,198,202.30 LT1-GSA(2) 5.25% $ 27,810.12 LT1-AP(2) 0.00% $ 1,929,012.00 LT1-AX(2) (the “Private Placement Memorandum”).2) (2) LT1-Pool 3 (3) $ 80,354,928.96 LT1-GSA(3) (3) $ 30,150.80 LT1-Pool 4 5.50% $ 218,693,378.42 LT1-GSA(4) 5.50% $ 82,044.23 LT1-AX(4) (4) (4) LT1-PAX(4) (5) (5) LT1-Pool 5 5.25% $ 217,425,829.87 LT1-GSA(5) 5.25% $ 81,574.04 LT1-AX(5) (6) (6) R-1 (7) (7) __________________

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCH”), Bank of America, National Association, as seller (“BANASeller”), and CIBC Inc., as seller (“CIBC”), and will be 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 which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular InterestsCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates Trustee and the Holders of the Class R Certificates. The parties hereto Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class A Senior Certificates P Certificates, (iii) the Lower Tier Interests and (iv) the Class X Account) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”). Each Certificate (other than the Class A-3FL C, Class R and Class A-3FX P Certificates)) represents ownership of one or more regular interests in REMIC 2 for purposes of the REMIC Provisions. In addition, each Offered Certificate represents the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant right to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together receive payments with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)respect to Excess Interest. The Class A-3FLR Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than (i) the Lower Tier Interests, (ii) the Basis Risk Reserve Fund, (iii) the rights to receive Prepayment Premiums distributable to the Class A-3FXP Certificates and (iv) the Class X Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class Ddesignation, interest rate, and initial principal amount for each Class E, Class F, Class G, Class H, Class J and Class of REMIC 1 Interests. LT1-A1A (1) (2) N/A A1-A LT1-A1B (1) (2) N/A A1-B LT1-A2A (1) (2) N/A A2-A LT1-A2B (1) (2) N/A A2-B LT1-A3A (1) (2) N/A A3-A LT1-A3B (1) (2) N/A A3-B LT1-A4A (1) (2) N/A A4-A LT1-A4B (1) (2) N/A A4-B LT1-A5 (1) (2) N/A A5 LT1-A6A (1) (2) N/A A6-A LT1-A6B (1) (2) N/A A6-B LT1-A6C (1) (2) N/A A6-C LT1-M1 (1) (2) N/A M1 LT1-M2 (1) (2) N/A M2 LT1-M3 (1) (2) N/A M3 LT1-M4 (1) (2) N/A M4 LT1-M5 (1) (2) N/A M5 LT1-M6 (1) (2) N/A M6 LT1-M7 (1) (2) N/A M7 LT1-M8 (1) (2) N/A M8 LT1-M9 (1) (2) N/A M9 LT1-M10 (1) (2) N/A M10 LT1-X (1) (3) N/A N/A LT1-R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”4) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).4) N/A N/A

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Lxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Class A-3FL Exchange and Class A-3FX Certificates), the Exchangeable Certificates and the Class X, Class LT-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”R or Class R Certificate), as supplemented by 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 free writing prospectus dated June 13, 2013, as further supplemented by REMIC for purposes of the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificates will be offered Certificate represents ownership of the sole class of residual interest in REMIC IIA, REMIC IIB and the Upper Tier REMIC for sale pursuant to 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 Preliminary Private Placement Memorandum dated June 13regular 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, 2013 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 “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Junior Subordinate Certificates and the Class X-A Certificates (collectivelyPPP Certificates, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 13, 2005, and a Prospectus Supplement, dated August 23, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates and the Class PPP Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 25, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $3,200,574,388.99 August 2045 Class LT2 Regular Variable (2) 145,408.25 August 2045 Class LT3 Regular Variable (3) 174,698.67 August 2045 Class LT4 Regular Variable (4) 174,698.67 August 2045 Class R-1† Residual 4.704% 100.00 August 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL Junior Subordinate and Class A-3FX Y Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated January 13, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 18, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $2,970,961,901.17 January 2045 Class LT2 Regular Variable (2) 142,010.68 January 2045 Class LT3 Regular Variable (3) 155,130.74 January 2045 Class LT4 Regular Variable (4) 155,130.74 January 2045 Class R-1† Residual 3.724% 100.00 January 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”the "Seller"), and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests and, to Certificates from the extent they represent the REMIC I Residual Interest, the Class R Certificates Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising a real estate mortgage investment conduit (a "REMIC"). Each Certificate, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable P Certificates and the Class X-A Certificates (collectivelyR Certificate, represents ownership of one or more regular interests in the “Registered Certificates”) were offered REMIC for sale pursuant to purposes of the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”)REMIC Provisions. The Class A-3FLR Certificate represents ownership of the sole class of residual interest in the REMIC for purposes of the REMIC Provisions. The REMIC shall hold as assets all property of the Trust Fund other than the rights to Prepayment Penalty Amounts. THE REMIC The following table specifies the Class designation, Certificate Interest Rate, initial Class A-3FXPrincipal Amount, and minimum denomination (by dollar amount or Percentage Interest) for each Class Dof Certificates representing the interests in the Trust Fund created hereunder. Each Certificate, other than the Class E, Class F, Class G, Class H, Class J P and Class R Certificates will be offered Certificates, represents ownership of a regular interest in the REMIC for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (purposes of the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”)REMIC provisions.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and, to and the extent they represent Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to and will be the Trust; (iii) the REMIC III Regular Certificates (other than the portion owner of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated June 22, 2006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 26, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Type of Certificate Interest Initial Class Principal Class Y-1 Regular Variable (2) $62,794.12 August 2036 Class Y-2 Regular Variable (3) 163,334.69 August 2036 Class Z-1 Regular Variable (2) 125,525,453.96 August 2036 Class Z-2 Regular Variable (3) 326,534,558.48 August 2036 Class R-1† Residual 6.055% 100.00 August 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing DateThe Depositor, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans Trustee and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has Securities Intermediary have duly authorized the execution and delivery of this Agreement these Standard Terms for Trust Agreements (as amended or modified, these “Standard Terms”) to provide for one or more Series (and, if applicable, one or more Classes within each such Series) of Pass-Through Repackaged Trust Certificates (the foregoing “Certificates”), issuable from time to time as provided in these Standard Terms. Each such Series (or each Class within such Series) of Certificates will be issued pursuant to a separate series supplement to these Standard Terms duly executed and delivered by the Depositor, the Administrative Agent, if any, specified in the applicable Series Supplement, and the issuance Trustee. With respect to each Series of (A) Certificates, these Standard Terms and, unless the REMIC I Regular Interests context otherwise requires, the related Series Supplement and all amendments thereto shall be known as the “Trust Agreement.” It is the intention of the parties hereto that the Trust for any Series created pursuant to such series supplement to these Standard Terms constitute a statutory trust under the Delaware Statutory Trust Act, 12 Del. Code 3801 et seq. All representations, covenants and agreements made in each Trust Agreement by each of the Depositor, the Administrative Agent, if any, the Trustee and the Securities Intermediary are for the benefit and security of the Certificateholders of the related Series and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing provided in the aggregate the entire beneficial ownership of REMIC Iapplicable Series Supplement, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit and security of the Holders of the Class J Certificatesany other party specified therein (including, if applicable, any Credit Support Provider). All covenants and agreements made by the The Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Securities Intermediary are entering into this Agreementthese Standard Terms, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of the Class J Certificates representing the right to receive Excess InterestR Certificates), the EX XXXXX III Regular Interests, Class R-2 Residual Interest and the Swap REMIC III Regular Interests and, to Variable Servicing Interest from the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest (which will thereafter be owned by the persons specified in the definition of “Certificateholder or Holder” herein). The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests and, to (including the extent they represent Class X and Class B Certificates) and the REMIC II Residual Interest, the Auction and Class R Certificates, such REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated February 20, 2003, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 25, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates (other than the Auction Certificates) the Class A-M Regular Interests and a final Private Placement Memorandum dated the Pricing Variable Servicing Interest: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1A-L Regular Variable (2) $ 282,000,000.00 April 25, 2033 Class A-1B-L Regular Variable (2) 217,500,000.00 April 25, 2033 Class A-2-L Regular Variable (2) 165,250,000.00 April 25, 2033 Class A-3-L Regular Variable (2) 235,500,000.00 April 25, 2033 Class A-4-L Regular Variable (2) 216,750,000.00 April 25, 2033 Class A-5-L Regular Variable (2) 339,715,200.00 April 25, 2033 Class B-1-L Regular Variable (2) 156,736,100.00 April 25, 2033 Class B-2-L Regular Variable (2) 11,989,500.00 April 25, 2033 Class B-3-L Regular Variable (2) 5,994,700.00 April 25, 2033 Class B-4-L Regular Variable (2) 2,248,000.00 April 25, 2033 Class B-5-L Regular Variable (2) 2,248,000.00 April 25, 2033 Class B-6-L Regular Variable (2) 3,746,748.09 April 25, 2033 Class R-1+ Residual 4.780 100.00 April 25, 2033 * The Distribution Date (in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC II I Regular Interests and, and (iv) the issuance to the extent they represent Company of the REMIC II Residual InterestCertificates, such Certificates (other than the portion of the Class R Certificates, Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Junior Subordinate Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 23, 2002, and a Prospectus Supplement, dated August 22, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 27, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum dated June 13and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, 2013 type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (the “Preliminary Private Placement Memorandum”1) and a final Private Placement Memorandum dated the Pricing Date Balance Date* ---------------------- --------- ------------ --------------- -------------- Class A-1-L Regular Variable (the “Private Placement Memorandum”).2) $190,000,000.00 October 2032 Class A-2-L Regular Variable (2) 162,000,000.00 October 2032 Class A-3-L Regular Variable (2) 185,000,000.00 October 2032 Class A-4-L Regular Variable (2) 139,000,000.00 October 2032 Class A-5-L Regular Variable (2) 140,750,000.00 October 2032 Class A-6-L Regular Variable (2) 393,583,000.00 October 2032 Class A-7-L Regular Variable (2) 50,000,000.00 October 2032 Class B-1-L Regular Variable (2) 14,942,000.00 October 2032 Class B-2-L Regular Variable (2) 11,044,000.00 October 2032 Class B-3-L Regular Variable (2) 5,197,000.00 October 2032 Class B-4-L Regular Variable (2) 2,598,000.00 October 2032 Class B-5-L Regular Variable (2) 1,948,000.00 October 2032 Class B-6-L Regular Variable (2) 3,250,742.29 October 2032 Class R-1+ Residual 5.113% 100.00 October 2032

PRELIMINARY STATEMENT. On The Company at the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdTrust. On the Closing Date, the Depositor Company will acquire: (i) acquire the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans (and certain other than any Excess Interest payable thereon) assets and will be the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer owner of the REMIC I Regular Interests to and the Trust; (iii) Class R-1 Residual Interest. Thereafter on the REMIC III Regular Closing Date, the Company will acquire the Certificates (other than the portion of Class R Certificates) and the Class J Certificates representing R-2 Residual Interest from the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest Trust as consideration for its transfer to the Trust of such rightthe REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the foregoing conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, and the Class R Certificates, R-1 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC I, (Biii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Regular Interests andand the Certificates, to the extent they represent the such REMIC II Residual Interest, Regular Interests and the Class R Certificates, R-2 Residual Interest representing in the aggregate the entire beneficial ownership of interest in REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans The Company and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (issued hereunder, other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Junior Subordinate Certificates and the Class X-A Certificates (collectivelyPPP Certificates, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 20, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be have been offered for sale pursuant to a Preliminary Prospectus, dated July 13, 2005, and a Prospectus Supplement, dated August 23, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates and the Class PPP Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 25, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum dated June 13, 2013 (and the Certificates are intended to be the “Preliminary Private Placement Memorandum”Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Class LT1 Regular Variable (2) $3,200,574,388.99 August 2045 Class LT2 Regular Variable (2) 145,408.25 August 2045 Class LT3 Regular Variable (3) 174,698.67 August 2045 Class LT4 Regular Variable (4) 174,698.67 August 2045 Class R-1† Residual 4.704% 100.00 August 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and a final Private Placement Memorandum dated the Pricing Date (Residual Interests, the “Private Placement Memorandum”)latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. On the Closing Date, the The Depositor will acquire has acquired the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Xxxxxx Brothers Holdings LLC, as seller Inc. (the “MSMCHSeller”), Bank of America, National Association, as seller (“BANA”), ) and CIBC Inc., as seller (“CIBC”), and will be at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby createdFund. On the Closing Date, the Depositor will acquire: (i) acquire the REMIC I Regular Interests andCertificates from the Trust Fund, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EX XXXXX III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such rightFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, conveyance to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership Trustee of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in and the Grantor other property constituting the Trust for the benefit of the Holders of the Class J CertificatesFund. All covenants and agreements made by the Depositor 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 Holders from time to time of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the trusts Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class A Senior Certificates E and Class P Certificates) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC II, respectively). Each Certificate, other than the Class A-3FL E, Class P or Class R Certificates, represents ownership of one or more regular interests in REMIC II for purposes of the REMIC Provisions. The Class P and Class A-3FX Certificates)E Certificates will 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 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Exchangeable Certificates Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificates, and the Class X-A Certificates (collectivelyE Distributable Amount, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented which is beneficially owned by the free writing prospectus dated June 20holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, 2013other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the free writing prospectus dated June 20Class designation, 2013, the free writing prospectus dated June 24, 2013 and the free writing prospectus dated June 24, 2013 (collectively, the “Free Writing Prospectus”interest rate, and together with the Prospectus, the “Preliminary Prospectus”principal amount for each Class of REMIC I Interests: LT1-Pool 1 (1) $ 484,208,225.40 LT1-GSA(1) (1) $ 205,880.05 LT1-Pool 2 (2) $ 39,229,632.10 LT1-GSA(2) (2) $ 16,683.15 LT1-Pool 3 5.50% $ 54,371,152.71 LT1-GSA(3) 5.50% $ 24,021.74 LT1-AX (3) (3) LT1-AP 0.00% $ 2,107,507.00 LT1-PAX (4) (4) R-1 (5) (5), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).