Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 3, other than the Class R-2 LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 2. REMIC 2 shall hold as its assets the Middle uncertificated Lower Tier Interests in REMIC (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1, REMIC 2 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 3 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (u) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,”; REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 2, other than the Class R-2 LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 1. REMIC 1 shall hold as its assets the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 2 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts, (iv) the Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust, (vi) any prepayment charges other than the Class P Prepayment Charges and (vii) the obligation to pay Class IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class CE and Class P Certificates, represents (i) the right to receive payments with respect to any Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class IO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall issue hold as its assets the Class Auncertificated interests in the Middle REMIC, other than the MT-LR Certificate R interest, and shall designate each such interest is hereby designated as its sole class a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and 1, Collateral Group 2, Collateral Group 3, and Collateral Group 4 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 1, Collateral Group 2 and Collateral Group 2, 3 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Exchangeable Certificates and the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is will acquire the Mortgage Loans from Xxxxxx Xxxxxxx 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 Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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, the XX XXXXX 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 XX XXXXX III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust 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 XX XXXXX 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 and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the CertificateholdersHolders of the Class V 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 XX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs which are hereby acknowledged. The Class A Senior 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 October 1, 2013 (the “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated May 29, 2014, as further supplemented by the free writing prospectus dated June 4, 2014 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated June 4, 2014, the “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive and the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Carryover Reserve Fund, (iii) the Cap Contract (iv) the Cap Account, and (v) the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC,” the “Middle REMIC,” the “Master REMIC”, the “Middle Class C REMIC,” and the “Master Class P REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R, Class R-X, Class P, and Class C Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class R-X, Class P, and Class C Certificates, represents the right to receive payments with respect to any Net Rate Carryover Amounts to the extent such amounts reflect an interest rate greater than the REMIC Maximum Rate. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Class R-X Certificate represents ownership of the sole Class of residual interest in each of the Class C REMIC and the Class P REMIC. The Class C REMIC shall issue hold as its assets the uncertificated Class C interest in the Master REMIC and the Class A-LR Certificate and P REMIC shall designate hold as its assets the uncertificated Class P interest in the Master REMIC. Each such interest is hereby designated as a regular interest in the Master REMIC, for purposes of the REMIC Provisions. The Master REMIC shall hold as its sole class assets the uncertificated interests in the Middle REMIC, other than the MT-R interest, and each such interest is hereby designated as a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by 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 and the Middle REMIC shall issue and the uncertificated Class R-2 C interest and shall designate such interest as its sole class the uncertificated Class P interest, and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor is will acquire the Mortgage Loans from Xxxxxx Xxxxxxx 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 Trust Fund that is hereby Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in return 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, the XX XXXXX 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 XX XXXXX III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the Certificates. The Trust Fund is being conveyed foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee 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 create a trust 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 XX XXXXX 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 and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the CertificateholdersHolders of the Class V 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 XX XXXXX III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The Trust Fund parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for federal income tax purposes shall consist good and valuable consideration, the receipt and sufficiency of three REMICs which are hereby acknowledged. The Class A Senior 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 October 1, 2013 (the “Subsidiary REMICProspectus”), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the free writing prospectus dated January 29, 2014 (collectively, the “Middle REMIC” Free Writing Prospectus”, and together with the Prospectus, the “Master REMICPreliminary 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 X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment ChargesPreliminary Private Placement Memorandum”) and shall be evidenced by a final Private Placement Memorandum dated the uncertificated interests set forth below that shall be designated as REMIC regular interests Pricing Date (the “Subsidiary REMIC Regular InterestsPrivate Placement Memorandum”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, and REMIC 3, REMIC 3 also being referred to as the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary "Upper Tier REMIC”, the “Middle REMIC” and the “Master REMIC”"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Each Certificate, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class R and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by Certificates, represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Upper Tier REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R and the Class P Certificates, represents an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to Section 3.06(d). The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. Although the Class P Certificate represents an interest in the Trust Fund, it does not represent an interest in any of the REMICs created under this Agreement. The Middle 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 regular interests issued by in REMIC 2 for purposes of the Subsidiary REMICREMIC 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 Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for the Master each regular interest in each REMIC (whichcreated hereby is December 25, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests2033.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Liquidation Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the ,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the Class P Prepayment Chargesright to receive amounts from the Liquidation Reserve Fund) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for Distribution Date following the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership third anniversary of the Class R-2 and Class R-3 interestsscheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.500% N/A LT1-Grp 2 (which, except for the Class P, Class 2) 6.000% N/A LT1-2-X (3) (3) A-LR and Class X LT1-Grp 3 (4) 7.000% N/A LT1-3-X (5) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-Grp 4 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 5;” REMIC 5 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class F, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 4 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) R-1 (7) (7). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to the Trustee in return for segregated asset pool within the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 3, other than the Class R-2 LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 2. REMIC 2 shall hold as its assets the Middle uncertificated Lower Tier Interests in REMIC (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1, REMIC 2 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 3 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-X, Class 2-X or Class 3-X Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2 or 3, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. Neither the Prefunding Account nor the Capitalized Interest Account shall issue be an asset of any REMIC formed hereby. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.10% N/A LT1-1-X (which, except for the Class P, Class A2) 6.50% 1-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICPrefunding (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A6.10% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.PO (4) 0.00% 1-P LT1-R (5) $50.00 6.10% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising ten real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” and or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” and “Master REMIC II”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Provisions, each Group I Certificate, other than the assets constituting the Trust Fund corresponding to Collateral Group 1 Class I-R, Class R-X, Class I-P, and Collateral Group 2, (Class I-C Certificates and exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class P Prepayment ChargesII-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Uncertificated REMIC Intereststs represent ownership of a regular interests (interest in Master REMIC II. The Class I-R Certificate represents ownership of the “Subsidiary sole class of residual interest in each of REMIC Regular Interests”). In additionIA, the Subsidiary REMIC shall issue the IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Middle Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P 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. The Class I-P REMIC shall hold as its assets the uncertificated REMIC regular interests Class I-P interest issued by the Subsidiary REMICMaster REMIC I, and such interest is hereby designated as a regular interest in the Class I-P REMIC for purposes of the REMIC Provisions. The Middle Class I-C REMIC shall issue hold as its assets the Class R-2 I-C interest issued by the Master REMIC I, and shall designate such interest is hereby designated as a regular interest in the Class I-C REMIC for purposes of the REMIC Provisions. Master REMIC I shall hold as its sole class assets the Class I-P Reserve Fund and the uncertificated interests in REMIC VA, other than the LT5-RA interest, and each such interest is hereby designated as a regular interest in REMIC VA for purposes of residual the REMIC Provisions. REMIC VA shall hold as its assets the uncertificated interests in REMIC IVA, other than the LT4-RA interest, and each such interest is hereby designated as a regular interest in REMIC IVA for purposes of the REMIC Provisions. REMIC IVA shall hold as its assets the uncertificated interests in REMIC IIIA, other than the LT3-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIIA for purposes of the REMIC Provisions. REMIC IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The REMIC IA shall hold as its assets the property of the Trust Fund relating to the Group I Mortgage Loans, other than the interests in REMIC IVA, REMIC IIIA, REMIC IIA and REMIC IA, and the Excluded Trust Assets. Master REMIC II shall hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its assets the property of the Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) [the Cap Agreement], (ii) [the Reserve Fund], (iii) [the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls], (iv) [the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls], (v) the right to receive and the obligation to pay the Class [A-IO] Termination Amount, (vi) [the Pre-Funding Account], (vii) [the Capitalized Interest Account] and (viii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets ] (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising [three] real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative [“REMIC [1],” “REMIC [2]” and “REMIC [3]”; REMIC [3] also being referred to as the “Subsidiary Upper Tier REMIC”, the “Middle REMIC” and the “Master REMIC”]). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class [R] Certificate, represents ownership of a regular interest in the [Upper Tier] REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR [R], Class [ ], Class [X] and Class [P] Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class [R] Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of [REMIC [1], REMIC [2] and the [Upper Tier] REMIC] for purposes of the REMIC Provisions. The Middle [Upper Tier] REMIC shall hold as its assets the uncertificated Interests in REMIC [2], other than the [R-2] Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC [2] for purposes of the Subsidiary REMICREMIC Provisions. REMIC [2] shall hold as its assets the uncertificated Interests in REMIC [1], other than the [R-1] Interest, and each such 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 Interests in REMIC [1] and REMIC [2] and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC [1], each of which (other than the [R-1] Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC [1] (the “Middle REMIC [1] Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the ): Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Designation Initial Principal Balance Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Rate

PRELIMINARY STATEMENT. The Depositor is intends to sell pass-through certificates (collectively, the owner of "Certificates"), to be issued hereunder in multiple classes, which in the Trust Fund that is hereby conveyed to aggregate shall evidence the Trustee entire beneficial ownership interest in return for the Certificateseach REMIC (as defined herein) created hereunder. The Trust Fund is being conveyed shall consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement. REMIC I ------- As provided herein, the Trustee shall elect to create a trust for treat the benefit segregated pool of assets consisting of the Certificateholders. The Trust Fund Mortgage Loans and certain other related assets (other than any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." The Class R-I Interest shall be the sole class of "residual interests" in REMIC I for purposes shall consist of three REMICs the REMIC Provisions (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”as defined herein). The “following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date” " for federal income tax purposes each of all interests created hereby the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestscertificated.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 5-A-2, Class 5-A-3, Class 6-A-2 or Class 6-A-3 Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2, 3, 4, 5, 6, 7, 8, 9 and 10, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class A2) N/A LT1-LR and Class AR (3) (3) AR-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.L ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to (exclusive of any Prepayment Penalties and the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Class III-A-3 Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Subsidiary REMIC 2”, “Middle REMICREMIC 1”, “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist hold the Class III-A-3 Rounding Account. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (whichSubsidiary REMICs, except for other than the Class PLT1-R and Class LT2-R Interests, Class and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Group I Mortgage Loans, the Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I 197,946,255.61 7.000% N/A(5) LT1-I-PO 2,219,474.00 (1) I-P LT1-IX (2) (2) I-X LT1-Grp II 154,726,261.03 6.000% N/A LT1-II-PO 87,310.00 (1) II-P LT1-A-LR and Class X (3) (3) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-R (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(4) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”): LT1-A $ 55,610,779.65 (1) LT1-F1 $ 12,176,096.50 (2) LT1-V1 $ 12,176,096.50 (3) LT1-F2 $ 15,286,754.00 (2) LT1-V2 $ 15,286,754.00 (3) LT1-F3 $ 18,381,829.50 (2) LT1-V3 $ 18,381,829.50 (3) LT1-F4 $ 21,431,563.00 (2) LT1-V4 $ 21,431,563.00 (3) LT1-F5 $ 24,404,919.00 (2) LT1-V5 $ 24,404,919.00 (3) LT1-F6 $ 27,270,082.50 (2) LT1-V6 $ 27,270,082.50 (3) LT1-F7 $ 29,994,815.00 (2) LT1-V7 $ 29,994,815.00 (3) LT1-F8 $ 32,546,960.50 (2) LT1-V8 $ 32,546,960.50 (3) LT1-F9 $ 34,882,913.50 (2) LT1-V9 $ 34,882,913.50 (3) LT1-F10 $ 33,207,493.50 (2) LT1-V10 $ 33,207,493.50 (3) LT1-F11 $ 31,612,764.00 (2) LT1-V11 $ 31,612,764.00 (3) LT1-F12 $ 30,094,697.00 (2) LT1-V12 $ 30,094,697.00 (3) LT1-F13 $ 28,649,603.50 (2) LT1-V13 $ 28,649,603.50 (3) LT1-F14 $ 27,273,972.00 (2) LT1-V14 $ 27,273,972.00 (3) LT1-F15 $ 25,964,425.00 (2) LT1-V15 $ 25,964,425.00 (3) LT1-F16 $ 24,717,819.00 (2) LT1-V16 $ 24,717,819.00 (3) LT1-F17 $ 23,531,162.00 (2) LT1-V17 $ 23,531,162.00 (3) LT1-F18 $ 22,401,534.50 (2) LT1-V18 $ 22,401,534.50 (3) LT1-F19 $ 21,392,021.00 (2) LT1-V19 $ 21,392,021.00 (3) LT1-F20 $ 36,387,031.50 (2) LT1-V20 $ 36,387,031.50 (3) LT1-F21 $ 32,866,223.00 (2) LT1-V21 $ 32,866,223.00 (3) LT1-F22 $ 29,681,993.00 (2) LT1-V22 $ 29,681,993.00 (3) LT1-F23 $ 26,855,815.00 (2) LT1-V23 $ 26,855,815.00 (3) LT1-F24 $ 24,289,196.00 (2) LT1-V24 $ 24,289,196.00 (3) LT1-F25 $ 14,745,241.50 (2) LT1-V25 $ 14,745,241.50 (3) LT1-F26 $ 13,935,865.50 (2) LT1-V26 $ 13,935,865.50 (3) LT1-F27 $ 13,176,868.00 (2) LT1-V27 $ 13,176,868.00 (3) LT1-F28 $ 16,049,019.00 (2) LT1-V28 $ 16,049,019.00 (3) LT1-F29 $ 14,797,345.00 (2) LT1-V29 $ 14,797,345.00 (3) LT1-F30 $ 13,654,579.00 (2) LT1-V30 $ 13,654,579.00 (3) LT1-F31 $ 12,610,396.50 (2) LT1-V31 $ 12,610,396.50 (3) LT1-F32 $ 11,655,507.50 (2) LT1-V32 $ 11,655,507.50 (3) LT1-F33 $ 10,781,553.00 (2) LT1-V33 $ 10,781,553.00 (3) LT1-F34 $ 9,974,904.50 (2) LT1-V34 $ 9,974,904.50 (3) LT1-F35 $ 7,949,746.50 (2) LT1-V35 $ 7,949,746.50 (3) LT1-F36 $ 7,496,725.50 (2) LT1-V36 $ 7,496,725.50 (3) LT1-F37 $ 7,069,875.50 (2) LT1-V37 $ 7,069,875.50 (3) LT1-F38 $ 6,667,669.50 (2) LT1-V38 $ 6,667,669.50 (3) LT1-F39 $ 6,288,669.50 (2) LT1-V39 $ 6,288,669.50 (3) LT1-F40 $ 5,931,439.00 (2) LT1-V40 $ 5,931,439.00 (3) LT1-F41 $ 5,594,876.50 (2) LT1-V41 $ 5,594,876.50 (3) LT1-F42 $ 94,877,606.00 (2) LT1-V42 $ 94,877,606.00 (3) LT1-R (4) (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising five real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 5;” REMIC 5 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class F, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 4 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class A2) (2) D-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMIC1-PO (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(4) D-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp 2 (5) 6.250% N/A LT1-2-X (6) (6) D-X LT1-2-PO (7) (8) D-P LT1-Grp 3 (9) 6.500% N/A LT1-3-X (10) (10) D-X LT1-3-PO (11) (12) D-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Additional Collateral, (ii) the Certificates. The Trust Fund is being conveyed to Swap Agreements, (iii) the Trustee to create a trust for Swap Agreement Amount Account, (iv) the benefit of Swap Agreement Payment Account, (v) the Certificateholders. The Trust Fund Termination Receipts Account, (vi) the Replacement Receipts Account, (vii) the Available Funds Cap Reserve Fund, and (viii) the Separate Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Each Certificate, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR X Certificate and shall designate the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A-X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such interest as its REMIC under the heading “Upper Tier REMIC.” In addition, each Certificate, other than the Class R and the Class A-X Certificates, represents the right to receive payments with respect to Available Funds Cap Shortfalls pursuant to Sections 5.08 and 5.09 hereof. The Class R Certificate represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 3, and each such Lower Tier Regular Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 2, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 1, and each such Lower Tier 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 the Lower Tier Regular Interests in REMIC 1, REMIC 2 and REMIC 3, the Additional Collateral, the Available Funds Cap Reserve Fund, the Swap Agreements, the Swap Agreement Amount Account, the Swap Agreement Payment Account, the Termination Receipts Account, the Replacement Receipts Account and the Separate Interest Trust. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising eight real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” and or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “Master REMICREMIC VA,” “Master REMIC I,” “REMIC IB” and “Master REMIC II”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Provisions, each Group I Certificate, other than the assets constituting the Trust Fund corresponding to Collateral Group 1 Class I-R Certificates and Collateral Group 2, (exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class P Prepayment ChargesII-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Uncertificated REMIC Intereststs represent ownership of a regular interests (interest in Master REMIC II. The Class I-R Certificate represents ownership of the “Subsidiary sole class of residual interest in each of REMIC Regular Interests”). In additionIA, the Subsidiary REMIC shall issue the IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate and shall designate such interest as its represents ownership of the sole class of residual interest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. 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. Master REMIC I shall hold as its assets the Class I-P Reserve Fund and the uncertificated interests in REMIC VA, other than the LT5-RA interest, and each such interest is hereby designated as a regular interest in REMIC VA for purposes of the REMIC Provisions. The Middle REMIC VA shall hold as its assets the uncertificated interests in REMIC IVA, other than the LT4-RA interest, and each such interest is hereby designated as a regular interest in REMIC IVA for purposes of the REMIC Provisions. REMIC IVA shall hold as its assets the uncertificated interests issued by in REMIC IIIA, other than the Subsidiary REMICLT3-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIIA for purposes of the REMIC Provisions. REMIC IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The Middle REMIC IA shall issue hold as its assets the Class R-2 interest property of the Trust Fund relating to the Group I Mortgage Loans, other than the interests in REMIC IVA, REMIC IIIA, REMIC IIA and REMIC IA, and the Excluded Trust Assets. Master REMIC II shall designate hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its sole class assets the property of residual interestthe Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 and Collateral 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6 (exclusive of the Class P Prepayment Charges, the Yield Maintenance Agreement and the Yield Maintenance Reserve Account) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class Y, Class A-LR and Class A-UR Certificates, and, in the case of the Class 4-A-3 Certificates, exclusive of any amounts payable from the Yield Maintenance Reserve Account, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for For federal income tax purposes shall purposes, the Trust Fund (other than the Pre-funding Account, the Capitalized Interest Account, the Corridor Contract, the Supplemental Interest Trust and the Corridor Contract Reserve Fund) will consist of three REMICs real estate mortgage investment conduits (each a "REMIC" or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” " and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Pre-funding Account, the Capitalized Interest Account, the Corridor Contract, the Supplemental Interest Trust and the Corridor Contract Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC . The latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): =============================================================================== Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of Designation Balance (per annum) Denomination Minimum ------------------------------------------------------------------------------- Class 1-A-1 $116,500,000.00 6.50% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-A-2 $32,000,000.00 (1) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-A-3 $32,000,000.00(2) (3) $25,000.00(4) $1.00(4) ------------------------------------------------------------------------------ Class 1-A-4 $5,000,000.00 6.50% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-A-5 $48,630,000.00 6.50% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-A-6 $33,000,000.00 (5) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-A-7 $33,000,000.00(6) (7) $25,000.00(4) $1.00(4) ------------------------------------------------------------------------------- Class 1-A-8 $16,683,000.00 6.50% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 2-A-1 $100,024,000.00 7.00% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 2-A-2 $3,628,000.00 7.00% $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 3-A-1 $24,594,000.00 (8) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 4-A-1 $18,773,000.00 (9) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class 1-X $212,148,849.00(10) (11) $25,000.00(4) $1.00(4) ------------------------------------------------------------------------------- Class 2-X $109,362,808(12) (13) $25,000.00(4) $1.00(4) ------------------------------------------------------------------------------- Class PO-1 $1,938,876.00 (14) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class PO-2 $16,264.00.00 (14) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(15) $100.00 6.50% (16) (16) ------------------------------------------------------------------------------- Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC M $12,003,000.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 17) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class B-1 $5,144,000.00 (which, except for the 17) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class P, B-2 $3,430,000.00 (17) $25,000.00 $1.00 ------------------------------------------------------------------------------- Class A-LR and B-3 $3,001,000.00 (17) $100,000.00 $1.00 ------------------------------------------------------------------------------- Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-4 $2,572,000.00 (17) and the $100,000.00 $1.00 ------------------------------------------------------------------------------- Class R-3 Interest as the single “residual interest” in the Master REMIC. The B-5 $1,715,111.00 (17) $100,000.00 $1.00 ------------------------------------------------------------------------------- Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P $100.00(18) 0.00%(18) (18) (18) =============================================================================== ------------------------------------------

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vi) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2” and “REMIC 3”;” REMIC 3 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class A-LR IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-1A-IO $14,360,965.00 (1) T1-2A-IO $7,253,486.00 (1) T1-3A-IO $6,888,705.00 (1) T1-4A-IO $6,541,458.00 (1) T1-5A-IO $6,211,713.00 (1) T1-6A-IO $5,900,075.00 (1) T1-7A-IO $5,606,517.00 (1) T1-8A-IO $5,323,705.00 (1) T1-9A-IO $5,055,250.00 (1) T1-10A-IO $4,800,544.00 (1) T1-11A-IO $4,558,628.00 (1) T1-12A-IO $4,328,779.00 (1) T1-13A-IO $4,110,196.00 (1) T1-14A-IO $1,709,028.00 (1) T1-15A-IO $1,734,970.00 (1) T1-16A-IO $2,412,297.00 (1) T1-17A-IO $2,357,594.00 (1) T1-18A-IO $2,896,390.00 (1) T1-19A-IO $2,498,380.00 (1) T1-20A-IO $1,644,644.00 (1) T1-21A-IO $3,074,433.00 (1) T1-22A-IO $3,616,925.00 (1) T1-23A-IO $1,991,777.00 (1) T1-24A-IO $958,737.00 (1) T1-25A-IO $2,022,047.00 (1) T1-26A-IO $3,200,465.00 (1) T1-27A-IO $3,403,439.00 (1) T1-28A-IO $2,786,139.00 (1) T1-29A-IO $3,526,837.00 (1) T1-30A-IO $37,196,491.00 (1) T1-Pool (3) (2) R-1 (4) (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Asset Group 1 2 and Collateral Asset Group 2, (exclusive of the Class P Prepayment Charges) 3 and shall be evidenced by the following uncertificated interests set forth below that shall be designated as REMIC regular interests interests: the LT1-2 Interest, the LT2-2 Interest, the LT3-2 Interest, the LT1-3 Interest, the LT2-3 Interest, the LT3-3 Interest, the LT-15-A-X Interest, the LT-30-A-X Interest and the LT-PO Interest (the “Subsidiary REMIC 1 Regular Interests”). In addition, the Subsidiary REMIC 1 shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle Subsidiary REMIC 2 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1 and the assets constituting the Trust Fund corresponding to Asset Group 1. Subsidiary REMIC. The Middle REMIC 2 shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle Subsidiary REMIC 2 shall issue the uncertificated REMIC regular interests set forth below for the Middle Subsidiary REMIC (the “Middle REMIC Regular Interests”)2. The Master REMIC shall consist of the Middle Subsidiary REMIC 2 Regular Interests and shall be evidenced by the Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which each shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the right to receive amounts from the related Yield Maintenance Account in the case of the Class P Prepayment Charges7-A-1 and Class 8-A-6 Certificates) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 6, 7, 8, 9, 10, 11 and 12, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-1-PO (which, except for the Class P, Class A2) (3) D-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp 2 (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.750% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 3 (5) 6.250% N/A LT1-Grp 4 (6) 7.000% N/A LT1-Grp 5 (7) 7.500% N/A LT1-5-X (8) (8) D-X LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Accounts and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class AR and Collateral Group 2, (Class AR-L Certificates and exclusive of the Class P Prepayment Charges) and shall be evidenced by right to receive amounts from the uncertificated interests set forth below that shall be designated as REMIC regular interests (related Yield Maintenance Account in the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue case of the Class A1-LR Certificate A-1, Class 1-A-8 and shall designate such Class 1-A-9 Certificates, represents ownership of a regular interest as its in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 5, 6 and 7, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4, 8, 9 and 10, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 5 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-5-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-5-PO (3) (4) C-P LT1-Grp 6 (5) 6.000% N/A LT1-6-X (6) (6) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-6-PO (7) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class (8) D-P LT1-Grp 7 (9) 5.500% N/A LT1-7-X (10) (10) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-7-PO (11) (12) C-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount and (vi) any Additional Collateral (collectively, the “Excluded Trust Fund Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2” and “REMIC 3”; REMIC 3 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class AR Certificates, the Interest-LR Certificate Only Certificates and shall designate such interest as its the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-1A-IO-1 $ 6,055,532.02 (1) T1-2A-IO-1 $ 5,749,834.21 (1) T1-3A-IO-1 $ 5,460,673.26 (1) T1-5A-IO-1 $ 4,924,021.81 (1) T1-6A-IO-1 $ 4,676,985.96 (1) T1-7A-IO-1 $ 4,444,283.44 (1) T1-8A-IO-1 $ 4,220,098.52 (1) T1-9A-IO-1 $ 4,007,294.53 (1) T1-10A-IO-1 $ 3,805,388.88 (1) T1-11A-IO-1 $ 3,613,621.82 (1) T1-12A-IO-1 $ 3,431,420.92 (1) T1-13A-IO-1 $ 3,678,176.27 (1) T1-14A-IO-1 $ 4,303,983.72 (1) T1-15A-IO-1 $ 3,999,104.69 (1) T1-16A-IO-1 $ 3,715,785.67 (1) T1-17A-IO-1 $ 3,452,504.24 (1) T1-18A-IO-1 $ 3,207,845.42 (1) T1-19A-IO-1 $ 2,980,493.94 (1) T1-20A-IO-1 $ 2,769,227.36 (1) T1-21A-IO-1 $ 2,572,909.46 (1) T1-22A-IO-1 $ 2,390,484.14 (1) T1-23A-IO-1 $ 2,220,969.83 (1) T1-24A-IO-1 $ 2,063,454.21 (1) T1-25A-IO-1 $ 1,917,089.35 (1) T1-26A-IO-1 $ 1,781,087.14 (1) T1-27A-IO-1 $ 1,654,715.11 (1) T1-28A-IO-1 $ 1,537,292.45 (1) T1-29A-IO-1 $ 1,428,186.49 (1) T1-30A-IO-1 $ 18,646,955.15 (1) T1-Pool-1 (2) (1) T1-1A-IO-2 $ 11,573,398.09 (3) T1-2A-IO-2 $ 10,989,145.13 (3) T1-3A-IO-2 $ 10,436,497.57 (3) T1-4A-IO-2 $ 9,910,413.94 (3) T1-5A-IO-2 $ 9,410,843.47 (3) T1-6A-IO-2 $ 8,938,706.07 (3) T1-7A-IO-2 $ 8,493,962.45 (3) T1-8A-IO-2 $ 8,065,497.80 (3) T1-9A-IO-2 $ 7,658,784.53 (3) T1-10A-IO-2 $ 7,272,900.26 (3) T1-11A-IO-2 $ 6,906,392.99 (3) T1-12A-IO-2 $ 6,558,168.68 (3) T1-13A-IO-2 $ 6,227,013.16 (3) T1-14A-IO-2 $ 5,912,894.54 (3) T1-15A-IO-2 $ 5,615,280.55 (3) T1-16A-IO-2 $ 5,331,625.13 (3) T1-17A-IO-2 $ 5,062,408.16 (3) T1-18A-IO-2 $ 4,807,098.22 (3) T1-20A-IO-2 $ 4,333,583.11 (3) T1-21A-IO-2 $ 4,114,837.50 (3) T1-22A-IO-2 $ 3,907,402.91 (3) T1-23A-IO-2 $ 3,709,751.27 (3) T1-24A-IO-2 $ 3,521,869.44 (3) T1-25A-IO-2 $ 3,344,241.50 (3) T1-26A-IO-2 $ 4,028,566.32 (3) T1-27A-IO-2 $ 4,168,927.64 (3) T1-28A-IO-2 $ 3,874,291.46 (3) T1-29A-IO-2 $ 3,600,582.44 (3) T1-30A-IO-2 $ 46,805,045.38 (3) T1-Pool-2 (4) (3) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, an election shall be made that the Trust Fund is being conveyed to (exclusive of (i) the Trustee to create a trust for Swap Agreement, (ii) the benefit of Swap Account, (iii) the Certificateholders. The Net WAC Cap Account, (iv) the Cap Agreement, (v) the Cap Account, (vi) the Final Maturity Reserve Fund and (vii) the External Trust Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and the “Master REMICREMIC 3”). The “latest possible maturity date” 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 Offered Certificate represents ownership of a regular interest in the REMIC 3 for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Offered Certificate represents (i) the Subsidiary right to receive payments with respect to any Net WAC Cap Carryover and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and REMIC 3. The Class X Certificate represents ownership of four regular interests in REMIC 3 as described in footnote (16) as well as ownership of the Excluded Trust Assets and the obligation to make Net Swap Payments to the Swap Counterparty and the obligation to make payments in respect of Net WAC Cap Carryover. REMIC 3 shall issue hold as assets the uncertificated lower tier interests in REMIC 2, other than the Class A-LR Certificate R-2 interest, and shall designate each such lower tier interest is hereby designated as its sole class of residual interesta regular interest in REMIC 2. The Middle REMIC 2 shall hold as its assets the uncertificated lower tier interests in REMIC 1, other than the Class R-1 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 issued by in REMIC 1 and REMIC 2 and the Subsidiary REMICExcluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (u) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,”; REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”): LT1-A $ 25,780,631.20 (1 ) LT1-F1 $ 3,834,949.26 (2 ) LT1-V1 $ 3,834,949.26 (3 ) LT1-F2 $ 4,392,183.35 (2 ) LT1-V2 $ 4,392,183.35 (3 ) LT1-F3 $ 4,930,349.57 (2 ) LT1-V3 $ 4,930,349.57 (3 ) LT1-F4 $ 5,443,289.45 (2 ) LT1-V4 $ 5,443,289.45 (3 ) LT1-F5 $ 5,924,612.01 (2 ) LT1-V5 $ 5,924,612.01 (3 ) LT1-F6 $ 6,368,494.20 (2 ) LT1-V6 $ 6,368,494.20 (3 ) LT1-F7 $ 6,071,750.18 (2 ) LT1-V7 $ 6,071,750.18 (3 ) LT1-F8 $ 5,776,668.58 (2 ) LT1-V8 $ 5,776,668.58 (3 ) LT1-F9 $ 5,495,927.68 (2 ) LT1-V9 $ 5,495,927.68 (3 ) LT1-F10 $ 5,228,830.54 (2 ) LT1-V10 $ 5,228,830.54 (3 ) LT1-F11 $ 4,974,714.07 (2 ) LT1-V11 $ 4,974,714.07 (3 ) LT1-F12 $ 4,732,947.44 (2 ) LT1-V12 $ 4,732,947.44 (3 ) LT1-F13 $ 4,502,930.45 (2 ) LT1-V13 $ 4,502,930.45 (3 ) LT1-F14 $ 4,284,092.08 (2 ) LT1-V14 $ 4,284,092.08 (3 ) LT1-F15 $ 4,077,346.63 (2 ) LT1-V15 $ 4,077,346.63 (3 ) LT1-F16 $ 3,879,032.23 (2 ) LT1-V16 $ 3,879,032.23 (3 ) LT1-F17 $ 6,962,774.90 (2 ) LT1-V17 $ 6,962,774.90 (3 ) LT1-F18 $ 6,326,980.58 (2 ) LT1-V18 $ 6,326,980.58 (3 ) LT1-F19 $ 5,723,968.20 (2 ) LT1-V19 $ 5,723,968.20 (3 ) LT1-F20 $ 5,151,079.61 (2 ) LT1-V20 $ 5,151,079.61 (3 ) LT1-F21 $ 4,639,019.07 (2 ) LT1-V21 $ 4,639,019.07 (3 ) LT1-F22 $ 2,699,234.04 (2 ) LT1-V22 $ 2,699,234.04 (3 ) LT1-F23 $ 2,514,317.96 (2 ) LT1-V23 $ 2,514,317.96 (3 ) LT1-F24 $ 2,370,595.08 (2 ) LT1-V24 $ 2,370,595.08 (3 ) LT1-F25 $ 3,059,691.97 (2 ) LT1-V25 $ 3,059,691.97 (3 ) LT1-F26 $ 2,815,452.51 (2 ) LT1-V26 $ 2,815,452.51 (3 ) LT1-F27 $ 2,578,987.17 (2 ) LT1-V27 $ 2,578,987.17 (3 ) LT1-F28 $ 2,364,027.49 (2 ) LT1-V28 $ 2,364,027.49 (3 ) LT1-F29 $ 1,133,930.01 (2 ) LT1-V29 $ 1,133,930.01 (3 ) LT1-F30 $ 1,730,842.06 (2 ) LT1-V30 $ 1,730,842.06 (3 ) LT1-F31 $ 1,308,461.62 (2 ) LT1-V31 $ 1,308,461.62 (3 ) LT1-F32 $ 1,223,918.26 (2 ) LT1-V32 $ 1,223,918.26 (3 ) LT1-F33 $ 1,149,695.58 (2 ) LT1-V33 $ 1,149,695.58 (3 ) LT1-F34 $ 1,079,969.16 (2 ) LT1-V34 $ 1,079,969.16 (3 ) LT1-F35 $ 1,014,466.88 (2 ) LT1-V35 $ 1,014,466.88 (3 ) LT1-F36 $ 15,688,704.61 (2 ) LT1-V36 $ 15,688,704.61 (3 ). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Swap Account, (viii) the Supplemental Interest Trust Fund and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, for federal income tax purposes, each Certificate, other than the Class RL and Class R Certificates and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class RL Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.):

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, Loan Group III, and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group V, and Loan Group VI and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) A-LR and Class P LT1-Grp III (5) 5.000% N/A LT1-III-X (6) (6) C-X LT1-III-PO (7) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp IV (8) 5.250% N/A LT1-IV-X (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class (9) C-X LT1-IV-PO (10) (4) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-R (11) (11) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates (other than the Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.500% N/A LT1-Grp 2 (which, except for the Class P, Class 2) 6.000% N/A LT1-2-X (3) (3) A-LR and Class X LT1-Grp 3 (4) 7.000% N/A LT1-3-X (5) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-Grp 4 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A4.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in each Basis Risk Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the “Subsidiary REMIC”alternative, the “Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3, Subsidiary REMIC 4, Middle REMIC” REMIC and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. Each Class of Group I and Group II Certificates, other than the Class I-A-IO, Class II-A-IO and Class C-X Certificates, represents the right to receive payments with respect to Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 4.07 of this Agreement. The Subsidiary REMIC shall consist of all Class C-X Certificates also evidence ownership of the assets constituting the Trust Fund corresponding held from time to Collateral Group 1 and Collateral Group 2, (exclusive time in each Basis Risk Reserve Fund. The Class AR Certificates represent ownership of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3, Subsidiary REMIC 4, Middle REMIC and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R, Class LT2-R, Class LT3-R and Class LT4-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto, other than the Group I Basis Risk Reserve Fund. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and all collections and accounts related thereto, other than the Group II Basis Risk Reserve Fund. Subsidiary REMIC 3 shall hold as its assets the Group III Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 4 shall hold as its assets the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” Distribution Date in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsAugust 2035.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of as comprising three REMICs real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated REMIC Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interests issued by the interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group II Mortgage Loans and the Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in September 2035. Subsidiary REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle 1: Subsidiary Corresponding Class REMIC Regular Interests”). The 1 Initial of Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Interest Principal Balance Interest Rate Certificates set forth below for the Master REMIC (which, except for the Class P, Class LT1-I-A-1 $182,527,265 6.5000% I-A-1 LT1-I-B-1 $ 10,430,287 6.5000% I-B-1 LT1-I-B-2 $ 5,468,305 6.5000% I-B-2 LT1-I-B-3 $ 1,113,914 6.5000% I-B-3 LT1-I-B-4 $ 1,215,179 6.5000% I-B-4 LT1-I-B-5 $ 303,795 6.5000% I-B-5 LT1-I-B-6 $ 202,529 6.5000% I-B-6 LT1-I-P $ 1,268,456 0.0000% I-P LT1-AR $ 100 6.5000% AR LT1-A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMICX (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, (vi) the Collateral Account, and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 2, other than the Class R-2 LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the 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 interests set forth below for interest in REMIC 1. REMIC 1 shall hold as its assets the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 2 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of the Reserve Funds and the Yield Maintenance Agreements and the assets held in the Prefunding Account, the Capitalized Interest Account, and the Supplemental Interest Trust, and exclusive of any amounts payable to the Trustee in return for the Class ES Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund ) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class ES, Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group III, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) A-LR and Class P LT1-Grp III (5) 5.500% N/A LT1-III-X (6) (6) III-X LT1-III-PO (7) (8) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-R (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the the Prefunding Account and the Capitalized Interest Account, and exclusive of any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1 R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group II, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group III and Loan Group IV, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle 1: Subsidiary REMIC Regular Interests”). The 1 Interest Initial Principal Balance Interest Rate Corresponding Class of Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC LT1-Grp I (which, except for the Class P, Class 1) 5.250% N/A(14) LT1-Subsequent (2) 5.250% N/A LT1-I-X (3) (3) I-X LT1-Subseqent-IO-1 (4) (4) I-X LT1-Subseqent-IO-2 (5) (5) I-X LT1-Subseqent-IO-3 (6) (6) I-X LT1-I-PO (7) (8) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp II (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.000% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.II-X (10) (10) II-1 LT1-II-PO (11) (12) II-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Cap Contract, (ii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts and (iii) the Net WAC Rate Carryover Reserve Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class CE and Class P Certificates, represents the right to receive payments with respect to any Net WAC Rate Carryover Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall issue hold as its assets the Class Auncertificated interests in the Middle REMIC, other than the MT-LR Certificate R interest, and shall designate each such interest is hereby designated as its sole class a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to As provided herein, the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Trustee, for federal income tax purposes purposes, shall consist treat the Trust Fund as consisting of three REMICs a trust (the “Subsidiary REMICES Trust”) beneath which are five real estate mortgage investment conduits (or in the alternative, “REMIC 1A”, the “Middle REMICREMIC 1B”, “REMIC 2”, “REMIC 3” and the “Master REMIC”)) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall 1A will consist of all the Aggregate Group I Mortgage Loans, excluding any rights of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive in respect of the Class P Prepayment Charges) and shall be evidenced by the Additional Collateral. REMIC 1A will issue uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC 1A Regular Interests”). In additionREMIC 1B will consist of the Group 3 Mortgage Loans, excluding any rights of the Subsidiary Trust Fund in respect of the Additional Collateral. REMIC shall 1B will issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC 1B Regular Interests” and collectively with the REMIC 1A Regular Interests, the “REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC 1A Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall will represent the “regular interests” in the Master REMIC) REMIC 1A, and the Class R-3 R1A Interest as will represent the single Class of “residual interest” in REMIC 1A. The REMIC 1B Regular Interests will represent the “regular interests” in REMIC 1B, and the Class R1B Interest will represent the single Class of “residual interest” in REMIC 1B. The Trustee will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which will constitute the regular interests in REMIC 2 and the Class R2 Interest, which will represent the single Class of “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC 3. REMIC 3 will consist of the REMIC 2 Interests and will be evidenced by the REMIC 3 Interests (other than the Class R3 Interests), which will constitute the regular interests in REMIC 3 and the Class R3 Interest, which will represent the single Class of “residual interest” in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the Master REMIC. The Class A-UR Certificate shall not Master REMIC will consist of the REMIC 3 Interests and will be considered a Certificate issued evidenced by the Master REMIC, but instead shall represent beneficial ownership of REMIC Interests (other than the Class R-2 R4 Interests), which will constitute the regular interests in the Master REMIC and the Class R-3 interests.R4 Interest, which will represent the single Class of

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust, the Yield Maintenance Account, the Yield Maintenance Agreement and the Liquidation Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the right to receive amounts from the Yield Maintenance Account in the case of the Class P Prepayment Charges6-A-1 Certificates and the Liquidation Reserve Fund) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 1, 2, 3 and 4, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 5, 6 and 7, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-1-PO (which, except for the Class P, Class A2) (3) D-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp 2 (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A5.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.Grp 3 (5) 6.000% N/A LT1-Grp 4 (6) 6.500% N/A LT1-4-X (7) (7) D-X LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund shall elect that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed (exclusive of (i) the Cap Agreement (ii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Carryover Amounts, (iii) the benefit of Excess Reserve Fund Account, (iv) the Certificateholders. The Collateral Account, and (v) the Supplemental Interest Trust Fund and the Cap Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising two real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” and “REMIC 2,”; REMIC 2 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Carryover Amounts. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the 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 interests issued by interest in REMIC 1 for purposes of the Subsidiary REMICREMIC 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 Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC ): LT1-A-1 ½ Corresponding Class balance (which, except for the 1) A-1 LT1-A-2 ½ Corresponding Class P, balance (1) A-2 LT1-A-3 ½ Corresponding Class Abalance (1) A-3 LT1-LR and A-4 ½ Corresponding Class Abalance (1) A-4 LT1-UR Certificates, shall represent the “regular interests” in the Master REMICA-5 ½ Corresponding Class balance (1) and the A-5 LT1-A-6 ½ Corresponding Class R-3 Interest as the single “residual interest” in the Master REMIC. The balance (1) A-6 LT1-M-1 ½ Corresponding Class Abalance (1) M-1 LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the M-2 ½ Corresponding Class R-2 and balance (1) M-2 LT1-M-3 ½ Corresponding Class R-3 interests.balance (1) M-3 LT1-M-4 ½ Corresponding Class balance (1) M-4 LT1-M-5 ½ Corresponding Class balance (1) M-5 LT1-M-6 ½ Corresponding Class balance (1) M-6 LT1-M-7 ½ Corresponding Class balance (1) M-7 LT1-R (3) (3) R

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs two REMICs. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund (other than the Subsidiary REMIC Regular Interests and amounts distributable with respect to the Class P Certificates) and proceeds thereof in the Distribution Account and shall be evidenced by the Subsidiary REMIC Regular Interests (which shall be uncertificated and shall represent the “regular interests” in the Subsidiary REMIC”, ) and the Class A-LR Certificates as the single “residual interest” in Subsidiary REMIC. The Trustee shall hold the Subsidiary REMIC Regular Interests. The Master REMIC shall consist of the Subsidiary REMIC Regular Interests and all proceeds thereof in the Distribution Account and shall be evidenced by the Regular Certificates (which shall represent the “Middle regular interests” in the Master REMIC” ) and the Class A-UR Interest as the single “residual interest” of the Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive Class P Certificates represent beneficial ownership of the Class P Prepayment Charges) and , which portions of the Trust Fund shall be evidenced by treated as a grantor trust under subpart E, Part I of subchapter J of the uncertificated interests Code. The Subsidiary REMIC Interests shall have the initial principal amounts, pass-through rates and Corresponding Loan Groups as set forth below that shall be designated as REMIC regular interests (in the “Subsidiary REMIC Regular Interests”). In additionfollowing table, the Subsidiary REMIC shall issue each of which, other than the Class A-LR Certificate and shall designate such interest Certificates is referred to herein as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the a “Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master Interest: Subsidiary REMIC shall consist Interests Initial Principal Amount Pass-Through Rate Corresponding Loan Group A-1 (0.9% of the Middle REMIC Regular Interests and shall be evidenced by the Classes Group 1 GSA) (1) (2) 1 B-1 (0.1% of Certificates set forth below for the Master REMIC Group 1 GSA) (which, except for the Class P, Class 1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of Group 2 GSA) (1) (2) 2 B-2 (0.1% of Group GSA) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of Group 3 GSA) (1) (2) 3 B-3 (0.1% of Group 3 GSA) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-LR and Certificate (3) (3) N/A _______________ (1) Each Class A-UR Certificates, A Interest shall represent have a principal balance initially equal to 0.9% of the Group Subordinate Amount (“regular interests” in GSA”) of its corresponding Loan Group. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMICGroup Subordinate Amount of its corresponding Loan Group. The initial principal balance of each Class A-UR Certificate C Interest shall not be considered a Certificate issued by equal the Master REMIC, but instead shall represent beneficial ownership excess of the initial aggregate principal balance of its corresponding Loan Group over the initial aggregate principal balances of the Class R-2 A and Class R-3 interestsB Interests corresponding to such Loan Group.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class A2) (2) D-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICGrp 2 (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A6.500% N/A LT1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.2-X (4) (4) D-X LT1-Grp 3 (5) 7.000% N/A LT1-3-X (6) (6) D-X LT1-3-PO (7) (8) D-P LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Board of Directors of the Trust Fund that is hereby conveyed to Depositor has duly authorized the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create formation of a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”"Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $740,000,001 to be known as the Saxon Asset Securities Trust 2000-2, Mortgage Loan Asset Backed Certificates, Series 2000-2 (the “Middle REMIC” and the “Master REMIC”"Certificates"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Certificates in the Latest Possible Maturity Dateaggregate evidence the entire beneficial ownership in the Trust. The Subsidiary REMIC shall Certificates consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of following: the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In additionAF-1, the Subsidiary REMIC shall issue the Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class BF-2, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class BV-2, Class A-LR Certificate IO, Class PF-1, Class PV-1, Class C and shall designate such interest Class R Certificates. In accordance with Section 10.01 of the Standard Terms, the Trustee will make elections to treat each of the segregated pools of assets described below as its a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC. The Certificates, other than the Class R Certificates, represent ownership of the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions. The Class R Certificates represents ownership of the sole class of residual interestinterest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The Middle ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the SECOND- TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary POOLING REMIC. The Middle POOLING REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Estate other than the Lower Tier Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account, and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” latest date specified in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Section 9.01 of the Class R-2 and Class R-3 interestsStandard Terms.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The assets held in the Excess Reserve Fund Account, the Swap Agreement, the Cap Agreement, and the Supplemental Interest Trust Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes shall consist of three REMICs as comprising nine real estate mortgage investment conduits (each a “REMIC” or, in the “Subsidiary REMIC”alternative, the “Lower Tier REMIC, the Middle Tier REMIC” , the Upper Tier REMIC, the Class B-1 REMIC, the Class B-2 REMIC, the Class B-3 REMIC, the Class B-4 REMIC, the Class XX XXXXX, and the “Master Class P REMIC”). The “latest possible maturity date” Each Certificate, other than the Class CE, Class B, Class P, Class R and Class R-X Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Class of Certificates (other than the Class ACE, Class R, Class R-LR X, and Class P Certificates) represents the right to receive payments with respect to Basis Risk Carry Forward Amounts. The Class CE Certificate represents ownership of a regular interest in the Class XX XXXXX and shall designate such also represents ownership of the assets held from time to time in the Excess Reserve Fund Account and the Supplemental Interest Trust. Each of the Class B-1, Class B-2, Class B-3, Class B-4, and Class P Certificates represents ownership of a regular interest as its in the Class B-1 REMIC, Class B-2 REMIC, Class B-3 REMIC, Class B-4 REMIC, and Class P REMIC, respectively. The Class R Certificate represents ownership of the sole class of residual interestinterest in each of the Lower Tier, Middle Tier, and Upper Tier REMICs. The Middle Class R-X Certificate represents ownership of the sole class of residual interest in each remaining REMIC. The Class P REMIC shall hold as its assets the uncertificated REMIC regular interests issued by Class P interest in the Subsidiary Upper Tier REMIC. The Middle Class XX XXXXX shall hold as its assets the uncertificated Class CE interest in the Upper Tier REMIC. The Class B-1 REMIC shall issue hold as its assets the uncertificated Class B-1 interest in the Upper Tier REMIC. The Class B-2 REMIC shall hold as its assets the uncertificated Class B-2 interest in the Upper Tier REMIC. The Class B-3 REMIC shall hold as its assets the uncertificated Class B-3 interest in the Upper Tier REMIC. The Class B-4 REMIC shall hold as its assets the uncertificated Class B-4 interest in the Upper Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle Tier REMIC, other than the Class R-2 MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and in the Middle Tier REMIC for purposes of the REMIC Provisions. The Middle Tier REMIC shall designate such interest hold as its sole class assets the several classes of residual interestuncertificated Lower Tier Interests in the Lower Tier REMIC, other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets the property of the Trust Fund other than the interests in the Lower Tier REMIC and the Middle Tier REMIC, and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests set forth below for created hereby is the Middle REMIC (Distribution Date in the “Middle REMIC Regular Interests”)thirty-sixth month following the month in which the Mortgage Loan having the latest maturity date matures. The Master following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Lower Tier REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC interests. Class LT-A (which, except for the 1) $ 42,860,572.99 Class P, LT-F1 (2) $ 4,741,120.26 Class ALT-LR and V1 (3) $ 4,741,120.26 Class ALT-UR Certificates, shall represent the “regular interests” in the Master REMICF2 (2) and the $ 5,713,459.18 Class R-3 Interest as the single “residual interest” in the Master REMIC. The LT-V2 (3) $ 5,713,459.18 Class ALT-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the F3 (2) $ 6,667,878.33 Class R-2 and LT-V3 (3) $ 6,667,878.33 Class R-3 interests.LT-F4 (2) $ 7,597,485.31 Class LT-V4 (3) $ 7,597,485.31 Class LT-F5 (2) $ 8,492,863.58 Class LT-V5 (3) $ 8,492,863.58 Class LT-F6 (2) $ 9,326,751.93 Class LT-V6 (3) $ 9,326,751.93 Class LT-F7 (2) $ 10,073,337.98 Class LT-V7 (3) $ 10,073,337.98 Class LT-F8 (2) $ 10,179,911.71 Class LT-V8 (3) $ 10,179,911.71 Class LT-F9 (2) $ 9,934,520.18 Class LT-V9 (3) $ 9,934,520.18 Class LT-F10 (2) $ 9,614,093.56 Class LT-V10 (3) $ 9,614,093.56 Class LT-F11 (2) $ 9,160,679.25 Class LT-V11 (3) $ 9,160,679.25 Class LT-F12 (2) $ 8,727,930.00 Class LT-V12 (3) $ 8,727,930.00 Class LT-F13 (2) $ 8,318,751.39 Class LT-V13 (3) $ 8,318,751.39 Class LT-F14 (2) $ 7,928,343.59 Class LT-V14 (3) $ 7,928,343.59 Class LT-F15 (2) $ 7,553,739.57 Class LT-V15 (3) $ 7,553,739.57 Class LT-F16 (2) $ 7,208,140.10 Class LT-V16 (3) $ 7,208,140.10 Class LT-F17 (2) $ 6,876,110.26 Class LT-V17 (3) $ 6,876,110.26 Class LT-F18 (2) $ 9,886,313.98 Class LT-V18 (3) $ 9,886,313.98 Class LT-F19 (2) $ 32,840,912.43 Class LT-V19 (3) $ 32,840,912.43 Class LT-F20 (2) $ 28,703,821.47 Class LT-V20 (3) $ 28,703,821.47 Class LT-F21 (2) $ 7,306,515.86 Class LT-V21 (3) $ 7,306,515.86 Class LT-F22 (2) $ 10,487,274.40 Class LT-V22 (3) $ 10,487,274.40 Class LT-F23 (2) $ 1,648,580.53 Class LT-V23 (3) $ 1,648,580.53 Class LT-F24 (2) $ 1,487,345.26 Class LT-V24 (3) $ 1,487,345.26 Class LT-F25 (2) $ 1,277,048.18 Class LT-V25 (3) $ 1,277,048.18 Class LT-F26 (2) $ 1,048,185.51 Class LT-V26 (3) $ 1,048,185.51 Class LT-F27 (2) $ 1,012,243.25 Class LT-V27 (3) $ 1,012,243.25 Class LT-F28 (2) $ 953,726.39 Class LT-V28 (3) $ 953,726.39 Class LT-F29 (2) $ 929,894.74 Class LT-V29 (3) $ 929,894.74 Class LT-F30 (2) $ 870,610.79 Class LT-V30 (3) $ 870,610.79 Class LT-F31 (2) $ 931,920.47 Class LT-V31 (3) $ 931,920.47 Class LT-F32 (2) $ 1,202,291.60 Class LT-V32 (3) $ 1,202,291.60 Class LT-F33 (2) $ 1,857,838.51 Class LT-V33 (3) $ 1,857,838.51 Class LT-F34 (2) $ 2,322,047.59 Class LT-V34 (3) $ 2,322,047.59 Class LT-F35 (2) $ 534,332.72 Class LT-V35 (3) $ 534,332.72 Class LT-F36 (2) $ 483,502.51 Class LT-V36 (3) $ 483,502.51 Class LT-F37 (2) $ 466,023.08 Class LT-V37 (3) $ 466,023.08 Class LT-F38 (2) $ 449,184.07 Class LT-V38 (3) $ 449,184.07 Class LT-F39 (2) $ 432,961.46 Class LT-V39 (3) $ 432,961.46 Class LT-F40 (2) $ 417,332.13 Class LT-V40 (3) $ 417,332.13 Class LT-F41 (2) $ 402,273.90 Class LT-V41 (3) $ 402,273.90 Class LT-F42 (2) $ 387,765.42 Class LT-V42 (3) $ 387,765.42 Class LT-F43 (2) $ 373,786.17 Class LT-V43 (3) $ 373,786.17 Class LT-F44 (2) $ 360,316.46 Class LT-V44 (3) $ 360,316.46 Class LT-F45 (2) $ 347,337.31 Class LT-V45 (3) $ 347,337.31 Class LT-F46 (2) $ 334,830.48 Class LT-V46 (3) $ 334,830.48 Class LT-F47 (2) $ 322,778.47 Class LT-V47 (3) $ 322,778.47 Class LT-F48 (2) $ 311,164.40 Class LT-V48 (3) $ 311,164.40 Class LT-F49 (2) $ 299,972.07 Class LT-V49 (3) $ 299,972.07 Class LT-F50 (2) $ 289,185.88 Class LT-V50 (3) $ 289,185.88 Class LT-F51 (2) $ 278,790.83 Class LT-V51 (3) $ 278,790.83 Class LT-F52 (2) $ 268,772.49 Class LT-V52 (3) $ 268,772.49 Class LT-F53 (2) $ 259,117.00 Class LT-V53 (3) $ 259,117.00 Class LT-F54 (2) $ 249,810.97 Class LT-V54 (3) $ 249,810.97 Class LT-F55 (2) $ 277,713.92 Class LT-V55 (3) $ 277,713.92 Class LT-F56 (2) $ 235,292.95 Class LT-V56 (3) $ 235,292.95 Class LT-F57 (2) $ 241,025.04 Class LT-V57 (3) $ 241,025.04 Class LT-F58 (2) $ 5,962,599.36 Class LT-V58 (3) $ 5,962,599.36 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Depositor is the owner of As provided herein, an election shall be made that the Trust Fund that is hereby conveyed to (exclusive of (i) the Trustee in return for Additional Collateral, (ii) the Certificates. The Trust Fund is being conveyed to Yield Maintenance Agreements, (iii) the Trustee to create a trust for Yield Maintenance Account, (iv) the benefit of Pre-Funding Accounts, (v) the Certificateholders. The Trust Fund Capitalized Interest Accounts, (vi) the Available Funds Cap Reserve Fund, (vii) the Final Maturity Reserve Trust, (viii) the Final Maturity Reserve Account, (ix) the Auction Swap Agreement and (x) the Auction Proceeds Account (collectively, the “Excluded Assets”)) be treated for federal income tax purposes shall consist of as comprising three REMICs 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 “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). Each Certificate, other than the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each of the Class A Certificates, represents the right to receive payments with respect to Available Funds Cap Shortfalls pursuant to Sections 5.06 and 5.07 hereof. 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 Regular Interests in REMIC 2, and each such Lower Tier Regular 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 Regular Interests in REMIC 1, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust other than the Lower Tier Regular Interests in REMIC 1, REMIC 2 and the Excluded 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” date for federal income tax purposes of all interests each regular interest in each REMIC created hereby shall be is the Latest Possible Maturity Date. The Subsidiary following table specifies the designation, interest rate, and initial principal amount for each Class of Lower Tier Interest in REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1: LT1-Pool 1 and Collateral Group (1) $ 150,879,515.96 Pool 1 LT1-GSA1 (1) $ 53,591.07 Pool 1 LT1-Pool 2 (1) $ 1,068,430,209.97 Pool 2 LT1-GSA2 (1) $ 379,436.46 Pool 2 LT1-Pool 3 (1) $ 710,322,082.72 Pool 3 LT1-GSA3 (1) $ 252,263.46 Pool 3 LT1-Pool 4 (1) $ 815,774,361.32 Pool 4 LT1-GSA4 (1) $ 289,710.72 Pool 4 LT1-IO (2) (3) Pools 1, 2, & 4 R-1 (exclusive of the Class P Prepayment Charges4) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.N/A __________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of the assets held in the Prefunding Account and the Capitalized Interest Account, and exclusive of any amounts payable to the Trustee in return for the Class ES Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund ) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class ES, Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, Loan Group II, and Loan Group VI, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group III, Loan Group IV, Loan Group V, and Loan Group VII and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class 2) N/A LT1-Grp II (3) (4) N/A LT1-Grp VI (5) 5.750% N/A LT1-VI-X (6) (6) VI-X LT1-VI-X-PF (10) (10) VI-X LT1-VI-X-Subs (11) (11) VI-X LT1-VI-PO (7) (8) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICR $50.00(9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.5.750% N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the ,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.750% N/A(22) LT1-I-X (which, except for the Class P, Class A2) (2) I-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICI-PO (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(4) I-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp II (5) 6.235% N/A LT1-II-X (6) (6) D-X-1 LT1-II-PO (7) (8) D-P-1 LT1-Grp III (9) 7.000% N/A LT1-III-X (10) (10) D-X-1 LT1-III-PO (11) (12) D-P-1 LT1-Grp IV (13) 5.000% N/A LT1-IV-X (14) (14) D-X-2 LT1-IV-P (15) (16) D-P-2 LT1-Grp V (17) 5.500% N/A LT1-V-X (18) (18) D-X-2 LT1-V-PO (19) (20) D-P-2 LT1-R (21) (21) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the Basis Risk Reserve Funds, the Prefunding Account, and the Capitalized Interest Account) for federal income tax purposes shall will consist of three five REMICs (the “Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), the “Middle REMIC 1,” “Middle REMIC 2,” (each, a “Middle REMIC” ”), and the “Master REMIC”). Subsidiary REMIC 1 will consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, and Loan Group 8. Each Interest in Subsidiary REMIC 1, other than the SR-1 Interest (collectively, the “Subsidiary REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 1 shall issue the SR-1 interest and shall designate such interest as its sole class of residual interest. Middle REMIC 1 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the MR-1 Interest (collectively, the “Middle REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 will consist of the Loan Group 9 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 will consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), will be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC will consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other then the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall designate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the SR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, Date (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”defined in Section 11.01 herein). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of any amounts payable to the Trustee in return for the Class ES Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund ) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class ES, Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, Loan Group II, Loan Group VI and Loan Group VII, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group III, Loan Group IV and Loan Group V and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.000% N/A LT1-I-X (which, except for the Class P, Class A2) (2) C-LR and Class AX LT1-UR Certificates, shall represent the “regular interests” in the Master REMICI-PO (3) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(4) C-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp II (5) 5.500% N/A LT1-II-X (6) (6) II-X LT1-II-PO (7) (8) D-P LT1-Grp VI (9) 5.00 % N/A LT1-VI-X (10) (10) D-X LT1-VI-PO (11) (12) D-P LT1-Grp VII (13) 6.000% N/A LT1-VII-X (14) (14) D-X LT1-VII-PO (15) (16) D-P LT1-R (17) (17) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust shall elect that three segregated asset pools within the Trust Fund that is hereby conveyed allocated to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Group I Certificates be treated for federal income tax purposes shall consist of as comprising three REMICs (each, a “Trust REMIC” or, in the alternative, the “Subsidiary Group I Lower-Tier REMIC”, the “Middle Group I Upper-Tier REMIC” and the “Master Class 1X REMIC”, respectively). The Class 1X Interest and each Class of Group I Principal Certificates (other than the right of each Class of Group I Principal Certificates to receive Tax Basis Risk Carry Forward Amounts allocated to the Group I Certificates), represents ownership of a regular interest in the Group I Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1R Certificates represent ownership of the sole class of residual interest in the Group I Upper-Tier REMIC, the Class 1RC Certificates represent ownership of the sole class of residual interest in the Group I Lower-Tier REMIC and the Class 1RX Certificates represent ownership of the sole class of residual interest in the Class 1X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Group I Certificate is the latest date referenced in Section 2.04. The Class 1X REMIC shall hold as assets the Class 1X Interest as set out below. The Group I Upper-Tier REMIC shall hold as assets the several classes of uncertificated Group I Lower-Tier Regular Interests, set out below. The Group I Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein and allocated to the Group I Certificates (other than the Prepayment Premiums from the Group I Mortgage Loans and the amounts held in the Excess Reserve Fund Account allocated to the Group I Certificates). Each Group I Lower-Tier Regular Interest is hereby designated as a regular interest in the Group I Lower-Tier REMIC. The Class LT-1AV1, Class LT-1AF2A, Class LT-1AF2B, Class LT-1AF3A, Class LT-1AF3B, Class LT-1AF4A, Class LT-1AF4B, Class LT-1AF5A, Class LT-1AF5B, Class LT-1AF6, Class LT-1AF7A, Class LT-1AF7B, Class LT-1M1, Class LT-1M2, Class LT-1M3, Class LT-1M4, Class LT-1M5, Class LT-1M6, Class LT-1B1, Class LT-1B2 and Class LT-1B3 Interests are hereby designated the Group I LT-Accretion Directed Classes (the “Group I LT Accretion Directed Classes”). The “latest possible maturity date” Class 1P Certificates represent beneficial ownership of the Prepayment Premiums from the Group I Mortgage Loans, each Class of Group I Certificates (excluding the Class 1P, Class 1X and the Group I Residual Certificates) represents beneficial ownership of a regular interest in the Group I Upper-Tier REMIC and the right to receive Tax Basis Risk Carry Forward Amounts allocated to the Group I Certificates and the Class 1X Certificates represent beneficial ownership of a regular interest in the Class 1X REMIC and amounts in the Excess Reserve Fund Account allocated to the Group I Certificates, which portions of the Trust Fund shall be treated as a grantor trust. The Securities Administrator on behalf of the Trust shall elect that four segregated asset pools within the Trust Fund be treated for federal income tax purposes of all interests created hereby shall be as comprising four REMICs (each, a “Trust REMIC” or, in the Latest Possible Maturity Datealternative, the “Group II Lower-Tier REMIC”, the “Group II Middle-Tier REMIC”, the “Group II Upper-Tier REMIC” and the “Class 2X REMIC”, respectively). The Subsidiary Class UT-Swap IO Interest, the Class 2X Interest and each Class of Group II Principal Certificates (other than the right of each Class of Group II Principal Certificates to receive Tax Basis Risk Carry Forward Amounts allocated to the Group II Certificates), represents ownership of a regular interest in the Group II Upper-Tier REMIC shall consist of all for purposes of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive REMIC Provisions. The Class 2R Certificates represent ownership of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in the Group II Upper-Tier REMIC, the Class 2RC Certificates represent ownership of the sole class of residual interest in the Group II Lower-Tier REMIC and the Group II Middle-Tier REMIC, and the Class 2RX Certificates represent ownership of the sole class of residual interest in the Class 2X REMIC for purposes of the REMIC Provisions. The Middle Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Group II Certificate is the latest date referenced in Section 2.04. The Class 2X REMIC shall hold as its assets the Class 2X Interest and the Class UT-Swap-IO Interest as set out below. The Group II Upper-Tier REMIC shall hold as assets the several classes of uncertificated Group II Middle-Tier Regular Interests, set out below. The Group II Middle-Tier REMIC shall hold as assets the several classes of uncertificated Group II Lower-Tier Regular Interests, set out below. The Group II Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein and allocated to the Group II Certificates (other than the Prepayment Premiums from the Group II Mortgage Loans and the amounts in the Excess Reserve Fund Account allocated to the Group II Certificates). Each Group II Lower-Tier Regular Interest is hereby designated as a regular interests issued by interest in the Subsidiary Group II Lower-Tier REMIC. Each Group II Middle-Tier Regular Interest is hereby designated as a regular interest in the Group II Middle-Tier REMIC. The Middle REMIC shall issue Class MT-2A1A, Class MT-2A1B, Class MT-2A2A, Class MT-2A2B, Class MT-2A3A, Class MT-2A3B, Class MT-2M1, Class MT-2M2, Class MT-2M3, Class MT-2M4, Class MT-2M5, Class MT-2M6, Class MT-2B1, Class MT-2B2 and Class MT-2B3 Interests are hereby designated the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC Group II MT-Accretion Directed Classes (the “Middle REMIC Regular InterestsGroup II MT Accretion Directed Classes”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Class 2P Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Prepayment Premiums from the Group II Mortgage Loans, each Class R-2 of Group II Certificates (excluding the Class 2P, Class 2X and each class of Group II Residual Certificates) represents beneficial ownership of a regular interest in the Group II Upper-Tier REMIC and the right to receive Tax Basis Risk Carry Forward Amounts and the Class R-3 interests.2X Certificates represent beneficial ownership of a regular interest in the Class 2X REMIC and amounts in the Excess Reserve Fund Account allocated to the Group II Certificates, which portions of the Trust Fund shall be treated as a grantor trust. Class LT-1AV1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AV1 Class LT-1AF2A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF2A Class LT-1AF2B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF2B Class LT-1AF3A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF3A Class LT-1AF3B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF3B Class LT-1AF4A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF4A Class LT-1AF4B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF4B Class LT-1AF5A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF5A Class LT-1AF5B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF5B Class LT-1AF6 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF6 Class LT-1AF7A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF7A Class LT-1AF7B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF7B Class LT-1M1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M1 Class LT-1M2 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M2 Class LT-1M3 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M3 Class LT-1M4 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M4 Class LT-1M5 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M5 Class LT-1M6 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M6 Class LT-1B1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B1 Class LT-1B2 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B2 Class LT-1B3 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B3 Group I Class LT-Accrual (1) ½ Pool Stated Principal Balance plus ½ Overcollateralized Amount

PRELIMINARY STATEMENT. In consideration of the mutual agreements herein contained, the parties hereto agree as follows: The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, 2 (exclusive of the Class P Prepayment Charges, the Cap Reserve Fund and the Cap Contracts) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates and, in the case of the Class 1-A-10 and Class 1-A-11 Certificates, exclusive of the entitlement to receive payments from the Cap Reserve Fund, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle Tier Interests in Middle REMIC shall issue 2 other than the Class R-2 MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest and shall designate such interest as its sole class of residual interestin Middle REMIC 2. In addition, the Master REMIC shall hold each Special Retail Rounding Account. Middle REMIC 2 shall issue hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1 R Interest, and each such Middle Tier Interest is hereby designated as a regular interests set forth below for interest in the Middle REMIC (the “1. Middle REMIC Regular 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests”), and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Group I Mortgage Loans, the Group II Mortgage Loans, the Group III Mortgage Loans, the Group V Mortgage Loans, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its asset the Group IV Mortgage Loans, the Group VI Mortgage Loans, the Group VII Mortgage Loans, the Group VIII Mortgage Loans, the Group IX Mortgage Loans, and all collections and accounts related thereto. The Master startup day for each REMIC shall consist created hereby for purposes of the Middle REMIC Regular Interests Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and shall be evidenced by the Classes of Certificates set forth below initial principal amount for the Master each uncertificated REMIC interest in Subsidiary REMIC 1: LT1-Grp I (which, except for the Class P, Class 1) 5.50% N/A(11) LT1-CX-1 (2) (2) C-X LT1-Grp II $122,132,591.71 4.75% N/A LT1-II-PO $2,154,724.00 (3) II-P LT1-II-X (4) (4) II-X LT1-Grp III (5) 5.00% N/A LT1-CX-III (6) (6) C-X LT1-Grp V (7) 5.25% N/A LT1-CX-V (8) (8) C-X LT1-AP (3) (9) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICR (10) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(10) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account (vi) the Final Maturity Reserve Trust, and (vii) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts (ii) the obligation to pay Class I Shortfalls, and (iii) the right to receive payments from the Final Maturity Reserve Fund. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”): LT1-A $ 48,780,613.14 (1) LT1-F1 $ 10,363,820.50 (2) LT1-V1 $ 10,363,820.50 (3) LT1-F2 $ 12,254,169.50 (2) LT1-V2 $ 12,254,169.50 (3) LT1-F3 $ 14,128,131.50 (2) LT1-V3 $ 14,128,131.50 (3) LT1-F4 $ 15,966,602.50 (2) LT1-V4 $ 15,966,602.50 (3) LT1-F5 $ 17,749,812.50 (2) LT1-V5 $ 17,749,812.50 (3) LT1-F6 $ 19,457,298.00 (2) LT1-V6 $ 19,457,298.00 (3) LT1-F7 $ 21,067,514.00 (2) LT1-V7 $ 21,067,514.00 (3) LT1-F8 $ 22,559,613.00 (2) LT1-V8 $ 22,559,613.00 (3) LT1-F9 $ 22,852,207.50 (2) LT1-V9 $ 22,852,207.50 (3) LT1-F10 $ 21,802,548.50 (2) LT1-V10 $ 21,802,548.50 (3) LT1-F11 $ 20,753,189.50 (2) LT1-V11 $ 20,753,189.50 (3) LT1-F12 $ 19,754,990.00 (2) LT1-V12 $ 19,754,990.00 (3) LT1-F13 $ 18,804,928.00 (2) LT1-V13 $ 18,804,928.00 (3) LT1-F14 $ 17,881,058.50 (2) LT1-V14 $ 17,881,058.50 (3) LT1-F15 $ 17,003,781.50 (2) LT1-V15 $ 17,003,781.50 (3) LT1-F16 $ 16,192,088.00 (2) LT1-V16 $ 16,192,088.00 (3) LT1-F17 $ 15,429,649.50 (2) LT1-V17 $ 15,429,649.50 (3) LT1-F18 $ 14,704,986.50 (2) LT1-V18 $ 14,704,986.50 (3) LT1-F19 $ 19,198,335.50 (2) LT1-V19 $ 19,198,335.50 (3) LT1-F20 $ 23,510,887.00 (2) LT1-V20 $ 23,510,887.00 (3) LT1-F21 $ 21,223,707.00 (2) LT1-V21 $ 21,223,707.00 (3) LT1-F22 $ 19,166,835.00 (2) LT1-V22 $ 19,166,835.00 (3) LT1-F23 $ 17,335,803.50 (2) LT1-V23 $ 17,335,803.50 (3) LT1-F24 $ 13,339,699.50 (2) LT1-V24 $ 13,339,699.50 (3) LT1-F25 $ 9,633,942.00 (2) LT1-V25 $ 9,633,942.00 (3) LT1-F26 $ 9,107,849.00 (2) LT1-V26 $ 9,107,849.00 (3) LT1-F27 $ 8,807,312.00 (2) LT1-V27 $ 8,807,312.00 (3) LT1-F28 $ 9,196,059.50 (2) LT1-V28 $ 9,196,059.50 (3) LT1-F29 $ 8,583,850.50 (2) LT1-V29 $ 8,583,850.50 (3) LT1-F30 $ 8,017,301.50 (2) LT1-V30 $ 8,017,301.50 (3) LT1-F31 $ 7,492,598.00 (2) LT1-V31 $ 7,492,598.00 (3) LT1-F32 $ 7,006,270.50 (2) LT1-V32 $ 7,006,270.50 (3) LT1-F33 $ 6,554,398.50 (2) LT1-V33 $ 6,554,398.50 (3) LT1-F34 $ 6,064,059.50 (2) LT1-V34 $ 6,064,059.50 (3) LT1-F35 $ 5,366,725.00 (2) LT1-V35 $ 5,366,725.00 (3) LT1-F36 $ 5,070,279.50 (2) LT1-V36 $ 5,070,279.50 (3) LT1-F37 $ 4,790,515.00 (2) LT1-V37 $ 4,790,515.00 (3) LT1-F38 $ 4,526,477.00 (2) LT1-V38 $ 4,526,477.00 (3) LT1-F39 $ 4,277,215.50 (2) LT1-V39 $ 4,277,215.50 (3) LT1-F40 $ 4,041,968.50 (2) LT1-V40 $ 4,041,968.50 (3) LT1-F41 $ 3,819,936.50 (2) LT1-V41 $ 3,819,936.50 (3) LT1-F42 $ 3,610,339.00 (2) LT1-V42 $ 3,610,339.00 (3) LT1-R (4) (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 1, 4 and 5, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2, 3, 6, 7, and 8, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.500% N/A LT1-1-X (which, except for the Class P, Class 2) (2) D-X-1 LT1-1-PO (3) (4) A-LR and Class P LT1-Grp 4 (5) 6.000% N/A LT1-4-X (6) (6) D-X-2 LT1-4-PO (7) (8) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp 5 (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.250% N/A LT1-5-X (10) (10) D-X-2 LT1-5-PO (11) (12) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and Loan Group III, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle 1: Subsidiary REMIC Regular Interests”). The 1 Interest Initial Principal Balance Interest Rate Corresponding Class of Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC LT1-Grp I (which, except for the Class P, Class 1) 5.500% N/A LT1-I-X (2) (2) A-LR and Class X LT1-I-PO (3) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp III (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.250% N/A LT1-III-X (6) (6) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-III-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return In exchange for the Certificates. The , the Depositor hereby conveys the Trust Fund is being conveyed Estate to the Trustee to create a trust for the benefit of the CertificateholdersTrust. The Trust Fund Estate for federal income tax purposes shall consist of be treated as three REMICs real estate mortgage investment conduits (the “Subsidiary "Upper-Tier REMIC”, ," the “Middle "Middle-Tier REMIC” " and the “Master "Lower-Tier REMIC”," respectively, and each a "REMIC"). The “Uncertificated Lower-Tier Interests will represent the "regular interests" and the Class LR Interest shall be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets of the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the "regular interests" and the Class MR Interest shall be the "residual interest" in the Middle-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the assets of the Upper-Tier REMIC. The Senior Certificates (other than the Class 2-A-R Certificate, the Class 30-IO Certificates, the Class 30-PO Certificates and the rights of the Class 2-A-1, Class 3-A-12 and Class 4-A-1 Certificates to receive amounts from the related Reserve Fund), the Components and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 2-A-R Certificate shall represent beneficial ownership of the Class LR Interest, the Class MR Interest and the Class UR Interest. The portion of the Trust Estate consisting of the Reserve Funds, the Yield Maintenance Agreements and the rights of the Class 2-A-1, Class 3-A-12 and Class 4-A-1 Certificates to receive amounts from the related Reserve Fund shall not be assets of any REMIC created hereunder, but rather shall be assets of the Grantor Trust. The "latest possible maturity date” " for federal income tax purposes of all interests created hereby shall will be the Latest Possible REMIC Certificate Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Certificates and the Trust Fund corresponding to Collateral Group 1 Components, together with the minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by integral multiples in excess thereof in which the Classes of Certificates set forth below for the Master REMIC (which, except for the shall be issuable: Initial Class P, Class AIntegral Certificate Multiples Balance or Pass-LR and Class A-UR Certificates, shall represent the “regular interests” Through Minimum in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Excess Classes Notional Amount Rate Denomination of the Class R-2 and Class R-3 interests.Minimum ------- --------------- ---- ------------ ----------

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed (exclusive of the Interest Rate Cap Agreements, the Interest Rate Cap Accounts, the Basis Risk Reserve Fund and any amounts payable to the Trustee in return for the Class ES and Class PP Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund ) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class X, Class ES, Class PP, Class AR and Collateral Group 2Class AR-L Certificates, (and exclusive of the right to receive Basis Risk Shortfalls, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class P Prepayment Charges) and shall be evidenced by AR Certificates represent ownership of the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV and Loan Group VIII, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group V, Loan Group VI, Loan Group VII, and Loan Group IX and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-I-A-1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class A3) I-LR and Class AA-1 LTI-UR Certificates, shall represent the “regular interests” in the Master REMICI-A-2 (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(3) I-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.A-2 LT1-I-A-3 (1) (3) I-A-3 LT1-I-A-4 (1) (3) I-A-4 LT1-I-M-1 (1) (3) I-M-1 LT1-I-M-2 (1) (3) I-M-2 LT1-I-M-3 (1) (3) I-M-3 LT1-I-M-4 (1) (3) I-M-4 LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account, the Yield Maintenance Agreement and the Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Class AR and Collateral Group 2, (Class AR-L Certificates and exclusive of the Class P Prepayment Charges) and shall be evidenced by right to receive amounts from the uncertificated interests set forth below that shall be designated as REMIC regular interests (Supplemental Interest Trust in the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue case of the Class A5-LR Certificate and shall designate such A-1 Certificates, represents ownership of a regular interest as its in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 2 and 6, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 1, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 2 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-2-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-Grp (3) 5.75% N/A LT1-6-X (4) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICX LT1-R (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(9) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Class C-B-1, Class 8-A-5, and Class 8-M-4 Interest Rate Cap Agreements and assets held in the Basis Risk Reserve Funds and the Class 8-A-5 and Class 8-M-4 Interest Rate Cap Accounts) for federal income tax purposes shall consist of three five REMICs (the “Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), the “Middle REMIC 1,” “Middle REMIC 2,” (each, a “Middle REMIC” ”), and the “Master REMIC”). Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7. Each Interest in Subsidiary REMIC 1, other than the SR-1 Interest (collectively, the “Subsidiary REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 1 shall issue the SR-1 interest and shall designate such interest as its sole class of residual interest. Middle REMIC 1 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the MR-1 Interest (collectively, the “Middle REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 shall consist of the Loan Group 8 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 shall consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC shall consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other than the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall designate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the SR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, Date (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”defined in Section 11.01 herein). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed (excluding the Credit Comeback Excess Account, the Carryover Reserve Fund, the assets held in the Pre-Funding Account and the Trust Fund's rights with respect to payments received under the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Corridor Contracts) for federal income tax purposes shall will consist of three four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" and the “Subsidiary "Master REMIC”"). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in REMIC 1, REMIC 2, REMIC 3 and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated REMIC 3 Interests (other than the R-3-R Interest). Each REMIC 3 Interest (other than the R-3-R Interest) is hereby designated as a regular interest in REMIC 3. REMIC 3 will hold as assets the several classes of REMIC 2 Interests (other than the R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R Interest) is hereby designated as a regular interest in REMIC 2. REMIC 2 will hold as assets the several classes of REMIC 1 Interests (other than the R-1-R Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is hereby designated as a regular interest in REMIC 1. REMIC 1 will hold as assets all property of the Trust Fund (excluding the Credit Comeback Excess Account, the “Middle REMIC” Carryover Reserve Fund, the assets held in the Pre-Funding Account and the “Master REMIC”Trust Fund's rights with respect to payments received under the Corridor Contracts). The “latest possible maturity date” for federal income tax purposes date of all REMIC regular interests created hereby in this Agreement shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all None of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC REMICs described herein shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 any interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMICSwap Trust, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsSwap Contract or Swap Account.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the Group I Cap 1 Account, (iv) the Group I Cap 1 Agreement (v) the Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising eight real estate mortgage investment conduits under Section 860D of three REMICs the Code (the each a “Subsidiary REMIC”, the “Middle REMIC” and or, in the alternative “REMIC IA,” “REMIC IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” “Master REMIC II,” and “Class II-P REMIC”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Provisions, each Group I Certificate, other than the assets constituting the Trust Fund corresponding to Collateral Group 1 Class I-R, Class R-X, Class I-P, and Collateral Group 2, (Class I-C Certificates and exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class P Prepayment ChargesII-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Uncertificated REMIC Intereststs represent ownership of a regular interests (interest in Master REMIC II. The Class I-R Certificate represents ownership of the “Subsidiary sole class of residual interest in each of REMIC Regular Interests”). In additionIA, the Subsidiary REMIC shall issue the IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Middle Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P 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. The Class I-P REMIC shall hold as its assets the uncertificated REMIC regular interests Class I-P interest issued by the Subsidiary REMICMaster REMIC I, and such interest is hereby designated as a regular interest in the Class I-P REMIC for purposes of the REMIC Provisions. The Middle Class I-C REMIC shall issue hold as its assets the Class R-2 I-C interest issued by the Master REMIC I, and shall designate such interest is hereby designated as a regular interest in the Class I-C REMIC for purposes of the REMIC Provisions. Master REMIC I shall hold as its sole class assets the Class I-P Reserve Fund and the uncertificated interests in REMIC VA, other than the LT5-RA interest, and each such interest is hereby designated as a regular interest in REMIC VA for purposes of residual the REMIC Provisions. REMIC VA shall hold as its assets the uncertificated interests in REMIC IVA, other than the LT4-RA interest, and each such interest is hereby designated as a regular interest in REMIC IVA for purposes of the REMIC Provisions. REMIC IVA shall hold as its assets the uncertificated interests in REMIC IIIA, other than the LT3-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIIA for purposes of the REMIC Provisions. REMIC IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The REMIC IA shall hold as its assets the property of the Trust Fund relating to the Group I Mortgage Loans, other than the interests in REMIC IVA, REMIC IIIA, REMIC IIA and REMIC IA, and the Excluded Trust Assets. The Class II-P REMIC shall hold as its assets the Class II-P interest issued by the Master REMIC II, and such interest is hereby designated as a regular interest in the Class II-P REMIC for purposes of the REMIC Provisions. Master REMIC II shall hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its assets the property of the Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in REMIC 2 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets. The Middle following table sets forth the designations, principal balances and interest rates for each interest in REMIC shall issue 1, each of which (other than the Class R-2 LT1-R Lower Tier Interest) is hereby designated as a regular interest and shall designate such interest as its sole class of residual interest. In addition, the Middle in REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 1 (the “Middle REMIC 1 Regular Interests”): LT1-A (5) (1) LT1-F1 $ 9,368,648.00 (2) LT1-V1 $ 9,368,648.00 (3) LT1-F2 $ 10,970,821.00 (2) LT1-V2 $ 10,970,821.00 (3) LT1-F3 $ 12,541,232.50 (2) LT1-V3 $ 12,541,232.50 (3) LT1-F4 $ 14,063,929.00 (2) LT1-V4 $ 14,063,929.00 (3) LT1-F5 $ 15,520,533.50 (2) LT1-V5 $ 15,520,533.50 (3) LT1-F6 $ 16,877,677.50 (2) LT1-V6 $ 16,877,677.50 (3) LT1-F7 $ 18,034,066.50 (2) LT1-V7 $ 18,034,066.50 (3) LT1-F8 $ 18,592,374.50 (2) LT1-V8 $ 18,592,374.50 (3) LT1-F9 $ 17,709,320.50 (2) LT1-V9 $ 17,709,320.50 (3) LT1-F10 $ 16,867,687.00 (2) LT1-V10 $ 16,867,687.00 (3) LT1-F11 $ 16,066,120.00 (2) LT1-V11 $ 16,066,120.00 (3) LT1-F12 $ 15,312,678.50 (2) LT1-V12 $ 15,312,678.50 (3) LT1-F13 $ 14,589,391.00 (2) LT1-V13 $ 14,589,391.00 (3) LT1-F14 $ 13,894,681.00 (2) LT1-V14 $ 13,894,681.00 (3) LT1-F15 $ 13,241,540.00 (2) LT1-V15 $ 13,241,540.00 (3) LT1-F16 $ 12,652,269.00 (2) LT1-V16 $ 12,652,269.00 (3) LT1-F17 $ 12,667,801.00 (2) LT1-V17 $ 12,667,801.00 (3) LT1-F18 $ 13,528,259.50 (2) LT1-V18 $ 13,528,259.50 (3) LT1-F19 $ 14,625,985.00 (2) LT1-V19 $ 14,625,985.00 (3) LT1-F20 $ 13,494,165.50 (2) LT1-V20 $ 13,494,165.50 (3) LT1-F21 $ 12,448,593.00 (2) LT1-V21 $ 12,448,593.00 (3) LT1-F22 $ 11,239,957.00 (2) LT1-V22 $ 11,239,957.00 (3) LT1-F23 $ 9,746,865.00 (2) LT1-V23 $ 9,746,865.00 (3) LT1-F24 $ 8,283,095.50 (2) LT1-V24 $ 8,283,095.50 (3) LT1-F25 $ 7,889,335.50 (2) LT1-V25 $ 7,889,335.50 (3) LT1-F26 $ 8,117,865.50 (2) LT1-V26 $ 8,117,865.50 (3) LT1-F27 $ 10,925,341.50 (2) LT1-V27 $ 10,925,341.50 (3) LT1-F28 $ 9,950,588.50 (2) LT1-V28 $ 9,950,588.50 (3) LT1-F29 $ 9,070,640.00 (2) LT1-V29 $ 9,070,640.00 (3) LT1-F30 $ 8,275,708.50 (2) LT1-V30 $ 8,275,708.50 (3) LT1-F31 $ 7,541,402.00 (2) LT1-V31 $ 7,541,402.00 (3) LT1-F32 $ 6,885,223.00 (2) LT1-V32 $ 6,885,223.00 (3) LT1-F33 $ 6,073,052.50 (2) LT1-V33 $ 6,073,052.50 (3) LT1-F34 $ 4,402,448.00 (2) LT1-V34 $ 4,402,448.00 (3) LT1-F35 $ 4,161,032.50 (2) LT1-V35 $ 4,161,032.50 (3) LT1-F36 $ 3,933,127.00 (2) LT1-V36 $ 3,933,127.00 (3) LT1-F37 $ 3,717,963.00 (2) LT1-V37 $ 3,717,963.00 (3) LT1-F38 $ 3,514,628.00 (2) LT1-V38 $ 3,514,628.00 (3) LT1-F39 $ 3,322,103.50 (2) LT1-V39 $ 3,322,103.50 (3) LT1-F40 $ 3,141,083.50 (2) LT1-V40 $ 3,141,083.50 (3) LT1-F41 $ 2,970,138.00 (2) LT1-V41 $ 2,970,138.00 (3) LT1-F42 $ 2,808,696.00 (2) LT1-V42 $ 2,808,696.00 (3) LT1-F43 $ 50,175,202.00 (2) LT1-V43 $ 50,175,202.00 (3) LT1-R (4) (4). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iii) the Excess Reserve Fund Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,”; REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 2, other than the Class R-2 LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 1. REMIC 1 shall hold as its assets the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 2 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner Board of Directors of the Trust Fund that is hereby conveyed to Depositor has duly authorized the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create formation of a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”"Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $490,000,000 to be known as the Saxon Asset Securities Trust 2001-1, Mortgage Loan Asset Backed Certificates, Series 2001-1 (the “Middle REMIC” and the “Master REMIC”"Certificates"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Certificates in the Latest Possible Maturity Dateaggregate evidence the entire beneficial ownership in the Trust. The Subsidiary REMIC shall Certificates consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of following: the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In additionAF-1, the Subsidiary REMIC shall issue the Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-LR Certificate IO, Class PF-1, Class PV-1, Class C and shall designate such interest Class R Certificates. In accordance with Section 10.01 of the Standard Terms, the Trustee will make elections to treat each of the segregated pools of assets described below as its a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC). The Certificates, other than the Class R Certificates, represent ownership of the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions. The Class R Certificates represents ownership of the sole class of residual interestinterest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The Middle ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the SECOND-TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary POOLING REMIC. The Middle POOLING REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Estate other than the Lower Tier Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in March 2033. POOLING REMIC The following table sets forth (or describes) the class designation, interest rate, and shall be evidenced by the Classes of Certificates set forth below principal amount for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership each class of the POOLING REMIC Lower Tier Interests. POOLING REMIC POOLING REMIC Lower Tier Class R-2 and Lower Tier Initial Class R-3 interests.Designation Interest Rate Principal Amount ----------- ------------- ----------------

PRELIMINARY STATEMENT. The Depositor is the owner Board of Directors of the Trust Fund that is hereby conveyed to Depositor has duly authorized the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create formation of a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”"Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $460,000,100 to be known as the Saxon Asset Securities Trust 2000-4, Mortgage Loan Asset Backed Certificates, Series 2000-4 (the “Middle REMIC” and the “Master REMIC”"Certificates"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Certificates in the Latest Possible Maturity Dateaggregate evidence the entire beneficial ownership in the Trust. The Subsidiary REMIC shall Certificates consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of following: the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In additionAF-1, the Subsidiary REMIC shall issue the Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-LR Certificate IO, Class PF-1, Class PV-1, Class C and shall designate such interest Class R Certificates. In accordance with Section 10.01 of the Standard Terms, the Trustee will make elections to treat each of the segregated pools of assets described below as its a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC). The Certificates, other than the Class R Certificates, represent ownership of the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions. The Class R Certificates represents ownership of the sole class of residual interestinterest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The Middle ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the SECOND-TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary POOLING REMIC. The Middle POOLING REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Estate other than the Lower Tier Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account, the Capitalized Interest Account, the Cap Agreement and the Group II Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in January 2033. POOLING REMIC The following table sets forth (or describes) the class designation, interest rate, and shall be evidenced by the Classes of Certificates set forth below principal amount for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership each class of the Class R-2 and Class R-3 interests.POOLING REMIC Lower Tier Interests. POOLING REMIC POOLING REMIC LOWER TIER LOWER TIER INITIAL CLASS CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT ----------------- ------------- ----------------

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 2, other than the Class R-2 LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the 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 interests set forth below for interest in REMIC 1. REMIC 1 shall hold as its assets the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 2 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account (vi) the Final Maturity Reserve Trust, and (vii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 3, other than the Class R-2 LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 2. REMIC 2 shall hold as its assets the Middle uncertificated Lower Tier Interests in REMIC (1, other than the “Middle Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC Regular Interests”)1. The Master REMIC 1 shall consist hold as its assets the property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1, REMIC 2 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 3 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that is hereby conveyed to two segregated asset pools within the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Subsidiary 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 election. Each Certificate, other than the “Middle REMIC” and Class R Certificates, represents ownership of a regular interest in the “Master REMIC”). The “latest possible maturity date” Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate and shall designate such interest as its represents ownership of the sole class Class of residual interestinterest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue 3, other than the Class R-2 LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest and in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall designate such interest hold as its sole class of residual interest. In addition, the Middle REMIC shall issue assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interests set forth below for interest in REMIC 2. REMIC 2 shall hold as its assets the Middle uncertificated Lower Tier Interests in REMIC (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the “Middle REMIC Regular Interests”). The Master REMIC shall consist property of the Middle Trust Fund other than the Lower Tier Interests in REMIC Regular Interests 1, REMIC 2 and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) 3 and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsExcluded Trust Assets.

PRELIMINARY STATEMENT. The Depositor is the owner Board of Directors of the Trust Fund that is hereby conveyed to Depositor has duly authorized the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create formation of a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”"Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $674,999,100 to be known as th e Saxon Asset Securities Trust 2000-3, Mortgage Loan Asset Backed Certificates, Series 2000-3 (the “Middle REMIC” and the “Master REMIC”"Certificates"). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be Certificates in the Latest Possible Maturity Dateaggregate evidence the entire beneficial ownership in the Trust. The Subsidiary REMIC shall Certificates consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of following: the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In additionAF-1, the Subsidiary REMIC shall issue the Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-1, Class A-LR Certificate IO, Class PF-1, Class PV-1, Class C and shall designate such interest Class R Certificates. In accordance with Section 10.01 of the Standard Terms, the Trustee will make elections to treat each of the segregated pools of assets described below as its a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC. The Certificates, other than the Class R Certificates, represent ownership of the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions. The Class R Certificates represents ownership of the sole class of residual interestinterest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The Middle ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the SECOND- TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary POOLING REMIC. The Middle POOLING REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Estate other than the Lower Tier Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account, and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” latest date specified in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership Section 9.01 of the Class R-2 and Class R-3 interestsStandard Terms.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account and the Yield Maintenance Agreement) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups I and II, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups III, IV, and V and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 5.250% N/A LT1-I-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-I-PO (3) (4) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp II (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.500% N/A LT1-II-X (6) (6) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-R (7) (7) N/A ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee, shall elect that the Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust assets held in the Basis Risk Reserve Fund and the Interest Rate Cap Account) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMIC”, the ,” “Middle REMICIntermediate REMIC 1,” “Intermediate REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax For purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Provisions, (exclusive of each Certificate other than the Class P Prepayment Charges) X-2 Certificate and shall be evidenced by Class R Certificate represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Master REMIC. In addition, the Subsidiary REMIC shall issue LIBOR and Fixed Rate Certificates (other than the Class A-LR IO Certificates) represent the right to receive payments pursuant to contractual arrangements as described in Section 5.10(e) of this Agreement. The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of the Subsidiary REMIC, Intermediate REMIC 1, Intermediate REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in Intermediate REMIC 2, other than the Class LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in Intermediate REMIC 2 for purposes of the REMIC Provisions. Intermediate REMIC 2 shall hold as its assets the several clases of uncertificated Lower Tier Interests in Intermediate REMIC 1, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Intermediate REMIC 1. Intermediate REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than (i) the Lower Tier Interests in the Subsidiary REMIC and the Intermediate REMIC, (ii) the Interest Rate Cap Account and (iii) the Basis Risk Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes latest possible maturity date for each regular interest in each REMIC created hereby is the 36th month following the month of Certificates set forth below for the Master REMIC scheduled maturity of the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest maturity date. Class LT1-Pool-PO (which, except for the 1) (2) Class P, LT1-Pool-P&I 13.335% (3) (4) Class LT1-A-LR and IO-1 13.335% (3) $1,123,359.58 Class LT1-A-UR Certificates, shall represent the “regular interests” in the Master REMICIO-2 13.335% (3) and the $1,124,859.39 Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class LT1-A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the IO-3 13.335% (3) $1,123,359.58 Class R-2 and LT1-A-IO-4 13.335% (3) $1,123,359.58 Class R-3 interests.LT1-A-IO-5 13.335% (3) $1,124,859.39 Class LT1-A-IO-6 13.335% (3) $1,123,359.58 Class LT1-A-IO-7 13.335% (3) $1,123,359.58 Class LT1-A-IO-8 13.335% (3) $1,124,859.39 Class LT1-A-IO-9 13.335% (3) $1,123,359.58 Class LT1-A-IO-10 13.335% (3) $1,123,359.58 Class LT1-A-IO-11 13.335% (3) $1,124,859.39 Class LT1-A-IO-12 13.335% (3) $1,123,359.58 Class LT1-A-IO-13 13.335% (3) $1,123,359.58 Class LT1-A-IO-14 13.335% (3) $1,124,859.39 Class LT1-A-IO-15 13.335% (3) $1,123,359.58 Class LT1-A-IO-16 13.335% (3) $1,124,859.39 Class LT1-A-IO-17 13.335% (3) $1,123,359.58 Class LT1-A-IO-18 13.335% (3) $1,123,359.58 Class LT1-A-IO-19 13.335% (3) $1,124,859.39 Class LT1-A-IO-20 13.335% (3) $1,123,359.58 Class LT1-A-IO-21 13.335% (3) $1,123,359.58 Class LT1-A-IO-22 13.335% (3) $1,124,859.39 Class LT1-A-IO-23 13.335% (3) $1,123,359.58 Class LT1-A-IO-24 13.335% (3) $1,123,359.58 Class LT1-A-IO-25 13.335% (3) $1,124,859.39 Class LT1-A-IO-26 13.335% (3) $1,123,359.58 Class LT1-A-IO-27 13.335% (3) $1,123,359.58 Class LT1-A-IO-28 13.335% (3) $1,124,859.39 Class LT1-A-IO-29 13.335% (3) $1,123,359.58 Class LT1-A-IO-30 13.335% (3) $1,123,359.58 Class LT1-P 0.00% $100.00 Class LT1-R (5) (5) ___________________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-Pool-1 (1) (1) T1-A $ 232,565,674.00 (2) T1-F $ 25,981,500.00 (3) T1-V $ 25,981,500.00 (4) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMICREMIC 1”, the “Middle REMICSubsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Asset Group 1 and Collateral 1, Asset Group 2, (exclusive of the Class P Prepayment Charges) Asset Group 3, Asset Group 4, Asset Group 5, Asset Group 6, and Asset Group 7 and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC 1 Regular Interests”). In addition, the Subsidiary REMIC 1 shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle Subsidiary REMIC 2 shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMICREMIC 1. The Middle Subsidiary REMIC 2 shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle Subsidiary REMIC 2 shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle Subsidiary REMIC 2 Regular Interests”)) for Subsidiary REMIC 2. The Master REMIC shall consist of the Middle Subsidiary REMIC 2 Regular Interests and shall be evidenced by the Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which each shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary REMICREMIC 1”, the “Subsidiary REMIC 2”, “Middle REMICREMIC 1”, “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in each of the Subsidiary REMICs, other than the Class LT1-R and Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Group I Mortgage Loans, the Group II Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Group III Mortgage Loans, the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.1: ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Supplemental Interest Trust, the Yield Maintenance Accounts and the Yield Maintenance Agreements) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates (other than the Latest Possible Maturity Date. The Subsidiary Class AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 Certificates and Collateral Group 2, (exclusive of the right to receive amounts from the related Yield Maintenance Account in the case of the Class P Prepayment Charges1-A-1 and Class 3-A-1 Certificates) and shall be evidenced by each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (for purposes of the “Subsidiary REMIC Regular Interests”)Provisions. In addition, The Class AR Certificates represent ownership of the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMICREMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the Mortgage Loans in Loan Groups 1, 2 and 3, and all collections and accounts related thereto. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A LT1-1-X (which, except for the Class P, Class 2) (2) A-LR and Class X LT1-Grp 2 (3) 5.000% N/A LT1-2-PO (4) (5) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp 3 (6) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.500% N/A LT1-3-X (7) (7) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.X LT1-R $50.00 5.000% AR-L ________________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 and Collateral 1, Loan Group 2, (exclusive of the Class P Prepayment Charges) Loan Group 3, Loan Group 4, Loan Group 5, and Loan Group 6 and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”)) for the Middle REMIC. The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates regular interests set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which each shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”): T1-Pool-1 (1) (1) T1-A $ 169,420,874.62 (2) T1-F $ 31,750,000.00 (3) R-1 (5) (5). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Net WAC Rate Carryover Amounts, (iv) the Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust, and (vi) the obligation to pay Class IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising three real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMIC,” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class R, Class CE and Class P Certificates, represents (i) the right to receive payments with respect to any Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class IO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, the Middle REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall issue hold as its assets the Class Auncertificated interests in the Middle REMIC, other than the MT-LR Certificate R interest, and shall designate each such interest is hereby designated as its sole class a regular interest in the Middle REMIC for purposes of residual interestthe REMIC Provisions. The Middle REMIC shall hold as its assets the uncertificated REMIC interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the property of residual interestthe Trust Fund other than the interests in the Subsidiary REMIC and the Middle REMIC, 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, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 and Collateral 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, and Loan Group 7 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will elect that the Trust Fund is being conveyed to (other than the Trustee to create a trust for Supplemental Loan Account, the benefit of Capitalized Interest Account, the Certificateholders. The Trust Fund Corridor Contracts and the Corridor Contract Reserve Fund) be treated for federal income tax purposes shall consist of as three REMICs real estate mortgage investment conduits (each a "REMIC," or, in the “Subsidiary REMIC”alternative, the “"Lower Tier REMIC," the "Middle Tier REMIC” ," and the “"Master REMIC”," respectively). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MTR-A-R Interest). The “Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. For federal income tax purposes, the "latest possible maturity date” for federal income tax purposes " of all REMIC regular interests created hereby shall will be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all following table sets forth characteristics of the assets constituting Master REMIC Certificates, together with the Trust Fund corresponding to Collateral Group 1 minimum denominations and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and integral multiples in excess thereof in which such Classes shall be evidenced by the uncertificated interests set forth below issuable (except that shall one Certificate of each Class of Certificates may be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In issued in a different amount and, in addition, one Residual Certificate representing the Subsidiary REMIC shall issue the Tax Matters Person Certificate may be issued in a different amount): ================================================================================ Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of Designation Balance (per annum) Denomination Minimum -------------------------------------------------------------------------------- Class 1-A-1 $292,232,000.00 (1) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00 -------------------------------------------------------------------------------- Class 1-A-3 $49,300,000.00 (5) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-4 (6) (7) $25,000.00(4) $1,000.00 -------------------------------------------------------------------------------- Class 1-A-5 $138,040,000.00 (8) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-6 $730,000.00 5.50% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-7 $19,641,000.00 5.50% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 2-A-1 $23,627,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 2-A-2 $505,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 3-A-1 $71,364,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class PO $2,389,603.00 (9) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the R(10) $100.00 5.50% $100.00(11) $100.00(11) -------------------------------------------------------------------------------- Class R-2 interest and shall designate such interest as its sole class of residual interest. In additionM $13, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC 147,000.00 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-1 $5,008,000.00 (which, except for the 12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class P, B-2 $3,130,000.00 (12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class A-LR and B-3 $3,130,000.00 (12) $100,000.00 $1,000.00 -------------------------------------------------------------------------------- Class A-UR Certificates, shall represent the “regular interests” in the Master REMICB-4 $2,191,000.00 (12) and the $100,000.00 $1,000.00 -------------------------------------------------------------------------------- Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.B-5 $1,565,296.62 (12) $100,000.00 $1,000.00 ================================================================================

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to As provided herein, the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund Trustee, for federal income tax purposes purposes, shall consist treat the Trust Fund as consisting of three REMICs a trust (the “Subsidiary REMICES Trust”) beneath which are four real estate mortgage investment conduits (or in the alternative, “REMIC 1A”, the “Middle REMICREMIC 1B”, “REMIC 2” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. REMIC 1A will consist of the Aggregate Group I Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1A will issue uncertificated REMIC regular interests (the “REMIC 1A Regular Interests”). The REMIC 1A Regular Interests will represent the “regular interests” in REMIC 1A, and the Class R1A Interest will represent the single Class of “residual interest” in REMIC 1A. REMIC 1B will consist of the Aggregate Group II Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1B will issue uncertificated REMIC regular interests (the “REMIC 1B Regular Interests” and collectively with the REMIC 1A Regular Interests, the “REMIC 1 Regular Interests”). The REMIC 1B Regular Interests will represent the “regular interests” in REMIC 1B, and the Class R1B Interest will represent the single Class of “residual interest” in REMIC 1B. The Trustee will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which will constitute the regular interests in REMIC 2 and the Class R2 Interest, which will represent the single Class of “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the REMIC 2 Interests and will be evidenced by the Master REMIC Interests (other than the Class R3 Interests), which will constitute the regular interests in the Master REMIC and the Class R3 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 hereby shall hereunder will be the Latest Possible Maturity Date. The Subsidiary ES Trust shall hold all Master REMIC regular interests, and shall consist issue the Certificates. Each Certificate, other than the Class A-R Certificate, will represent ownership of all one or more of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as Master REMIC regular interests (held by the “Subsidiary REMIC Regular Interests”)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 Subsidiary REMIC shall issue the Class A-LR fullest extent possible, ownership of an ES Trust Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest treated as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial direct ownership of the Class R-2 individual, underlying assets represented by such ES Trust Certificate for federal income tax reporting purposes. The REMIC 1A Regular Interests will have the initial principal balance, Pass-Through Rates and Class R-3 interests.corresponding Loan Groups as set forth in the following table: REMIC 1A Interests Initial Principal Balance Pass-Through Rate Corresponding Loan Group A-1 (0.9% of SP Loan Group 1) (1) (2) 1 B-1 (0.1% of SP Loan Group 1) (1) (2) 1 C-1 (Excess of Loan Group 1) (1) (2) 1 A-2 (0.9% of SP Loan Group 2) (1) (2) 2 B-2 (0.1% of SP Loan Group 2) (1) (2) 2 C-2 (Excess of Loan Group 2) (1) (2) 2 A-3 (0.9% of SP Loan Group 3) (1) (2) 3 B-3 (0.1% of SP Loan Group 3) (1) (2) 3 C-3 (Excess of Loan Group 3) (1) (2) 3 A-4 (0.9% of SP Loan Group 4) (1) (2) 4 B-4 (0.1% of SP Loan Group 4) (1) (2) 4 C-4 (Excess of Loan Group 4) (1) (2) 4 1-P-1 $100 (3) N/A R-1A (4) (4) N/A _______________

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee will make multiple elections to treat segregated pools of assets subject to this Agreement for federal income tax purposes (other than the Additional Collateral and the Group 1 Reserve Fund) as the following five separate real estate mortgage investment conduits (each, a "REMIC"): REMIC 1A, REMIC 1B, REMIC 2, REMIC 3 and the Master REMIC. REMIC 1A will consist of the Mortgage Loans comprising Loan Group 1, excluding any rights of the Trust Fund is being conveyed to in respect of the Additional Collateral and the Group 1 Reserve Fund. REMIC 1B will consist of the Mortgage Loans comprising Loan Groups 2 and 3 excluding any rights of the Trust Fund in respect of the Additional Collateral. Each of REMIC 1A and REMIC 1B will issue uncertificated REMIC regular interests (the "REMIC 1A Regular Interests" and the "REMIC 1B Regular Interests", respectively, and collectively, the "REMIC 1 Regular Interests"). The REMIC 1A Regular Interests and REMIC 1B Regular Interests will represent the "regular interests" in REMIC 1A and REMIC 1B, respectively, and the Class R1A Interest and Class R1B Interest will represent the single Class of "residual interest" in each of REMIC 1A and REMIC 1B. The Trustee to create a trust will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Regular Interests, which will constitute the regular interests in REMIC 2 (the "REMIC 2 Regular Interests") and the Class R2 Interest, which will represent the single Class of "residual interest" in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC 3. REMIC 3 will consist of the REMIC 2 Interests and will be evidenced by the REMIC 3 Regular Interests, which will constitute the regular interests in REMIC 3 (the "REMIC 3 Regular Interests") and the Class R3 Interest, which will represent the single Class of "residual interest" in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the CertificateholdersMaster REMIC. The Trust Fund for federal income tax purposes shall Master REMIC will consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” REMIC 3 Interests and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall will be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests Certificates (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue other than the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets R Certificates), which will constitute the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for in the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR "Regular Certificates, shall represent the “regular interests” in the Master REMIC") and the Class R-3 Interest as MR Interest, which will represent the single “Class of "residual interest” " in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by R Certificates will represent the Master REMIC, but instead shall represent beneficial ownership of each of the Class R-2 R1A, Class R1B, Class R2, R3 and Class R-3 interests.MR Interests. 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. REMIC 1A -------- The REMIC 1A Interests, each of which (except for the Class R1A 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 Certificates as set forth in the following table:

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Loan Group 1 and Collateral 1, Loan Group 2, (exclusive of the Class P Prepayment Charges) Loan Group 3, Loan Group 4, Loan Group 5, and Loan Group 6 and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, which shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, REMIC 2 also being referred to as the Trustee "Upper Tier REMIC"). Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in return the Upper Tier REMIC for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit purposes of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue Offered Certificates represent an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to section 3.06(e). The Class A-LR R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Middle Upper Tier REMIC 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 regular interests issued by in REMIC 1 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, the Pre-Funding Account, the Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests created hereby is set forth below for in section 9.01 of this agreement. Although the Middle REMIC (Class P Certificate represents an interest in the “Middle REMIC Regular Interests”). The Master REMIC shall consist Trust Fund, it does not represent an interest in any of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsREMICs created under this Agreement.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive and the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Carryover Reserve Fund, (iii) the Cap Contract (iv) the Cap Account, (v) the Mezzanine Cap Contract, (vi) the Mezzanine Cap Account and (vii) the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC”, ,” the “Middle REMICREMIC 1,” the “Middle REMIC 2” and the “Master REMIC”). The “latest possible maturity date” Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Certificate, other than the Class X-1, Class X-2, Class R, Class P and Class C Certificates, represents the right to receive certain payments reflecting an interest rate greater than the REMIC Maximum Rate to the extent provided herein. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, Middle REMIC shall issue 1, Middle REMIC 2 and the Class A-LR Certificate and shall designate such interest as its sole class Master REMIC for purposes of residual interestthe REMIC Provisions. The Middle Master REMIC shall hold as its assets the Class P Reserve Fund and the uncertificated interests in Middle REMIC 2, other than the MT2-R interest, and each such interest is hereby designated as a regular interest in Middle REMIC 2 for purposes of the REMIC Provisions. Middle REMIC 2 shall hold as its assets the uncertificated interests issued by in Middle REMIC 1, other than the MT1-R interest, and each such interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the uncertificated interests in the Subsidiary REMIC, other than the LT-R interest, and 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, Middle REMIC shall issue 1 and Middle REMIC 2, and the Class R-2 interest and shall designate such interest as its sole class Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for each regular interest in each REMIC created hereby is the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestsLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund (other than the Trust's rights under the Group 5 Interest Rate Cap Agreement) that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed (exclusive of any entitlement to Assigned Prepayment Premiums, the Trustee to create a trust for Group 5 Interest Rate Cap Agreement and the benefit of assets held in the Certificateholders. The Trust Fund Group 5 Interest Rate Cap Account) for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”referred to as "REMIC I," "REMIC II" and "REMIC III"). REMIC I As provided herein, the “Middle Trust Administrator will make an election to treat the segregated pool of assets consisting of the Group 1, Group 2, Group 3 and Group 4 Mortgage Loans and certain other related assets (exclusive of any entitlement to Assigned Prepayment Premiums) 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." Component I of the Class AR-L Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests") and the “Master REMIC”)Class Principal Balance of Component I of the Class AR-L Certificates. The “"latest possible maturity date” " (determined solely for federal income tax purposes of all interests created hereby satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all None of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC I Regular Interests and shall will be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interestscertificated.

PRELIMINARY STATEMENT. The Depositor is the owner Trustee shall elect to treat each of the Trust Fund that is hereby conveyed segregated pools of assets described below as a real estate mortgage investment conduit (each a "REMIC" or, in the alternative, REMIC 1, and REMIC 2, and REMIC 3, REMIC 3 also being referred to as the Trustee "Upper Tier REMIC"). Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in return the Upper Tier REMIC for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit purposes of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class A-LR R and the Class P Certificates, represents an entitlement to receive payments from the Excess Reserve Fund Account maintained by the Trustee pursuant to Section 3.06(d). The Class R Certificate and shall designate such interest as its represents ownership of the sole class of residual interestinterest in each of REMIC 1, REMIC 2, and the Upper Tier REMIC for purposes of the REMIC Provisions. Although the Class P Certificate represents an interest in the Trust Fund, it does not represent an interest in any of the REMICs created under this Agreement. The Middle 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 regular interests issued by in REMIC 2 for purposes of the Subsidiary REMICREMIC 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 Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and the Excess Reserve Fund Account. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist purposes of the Middle REMIC Regular Interests and shall be evidenced by Provisions, the Classes of Certificates set forth below latest possible maturity date for the Master each regular interest in each REMIC (whichcreated hereby is March 25, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests2033.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The As provided herein, the Trustee shall elect that the Trust Fund is being conveyed (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the Trustee obligation to create a trust for pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the benefit of right to receive and the Certificateholders. The obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Fund Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes shall consist as comprising four real estate mortgage investment conduits under Section 860D of three REMICs the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Subsidiary REMIC”, the “Middle REMIC” and the “Master Upper Tier REMIC”). The “latest possible maturity date” 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 RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, the Subsidiary REMIC shall issue each Certificate, other than the Class ARL and Class R Certificates, the Interest-LR Certificate Only Certificates and shall designate such the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest as its in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interestinterest in REMIC 1. The Middle Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interests issued by interest in REMIC 3 for purposes of the Subsidiary REMICREMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and 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 uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such 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 Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The Middle startup day for each REMIC shall issue created hereby for purposes of the Class R-2 interest and shall designate such interest as its sole class of residual interestREMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interests set forth below for the Middle interest in REMIC 1 (the “Middle REMIC 1 Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.):

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Class C-B-1 and Class 6-A-5 Interest Rate Cap Agreements and assets held in the Basis Risk Reserve Funds, the Prefunding Account, and the Capitalized Interest Account) for federal income tax purposes shall consist of three five REMICs (the “Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), the “Middle REMIC 1,” “Middle REMIC 2,” (each, a “Middle REMIC” ”), and the “Master REMIC”). Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5. Each Interest in Subsidiary REMIC 1, other than the SR-1 Interest (collectively, the “Subsidiary REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 1 shall issue the SR-1 interest and shall designate such interest as its sole class of residual interest. Middle REMIC 1 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the MR-1 Interest (collectively, the “Middle REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 shall consist of the Loan Group 6 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 shall consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC shall consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other than the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall designate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the SR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, Date (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”defined in Section 11.01 herein). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the the Prefunding Account and the Capitalized Interest Account, and exclusive of any Prepayment Penalties) be treated for federal income tax purposes shall consist of three REMICs as comprising six real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” Each Class of Certificates, other than the Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity DateREMIC Provisions. The Subsidiary REMIC shall consist of all Class AR Certificates represent ownership of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group I, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II and Loan Group III, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans in Loan Group IV and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp I (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.000% N/A(6) LT1-I-X (which, except for the Class P, Class 2) (2) I-X LT1-I-PO (3) (4) A-LR and Class AP LT1-UR Certificates, shall represent the “regular interests” in the Master REMICR (5) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(5) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Interest Rate Cap Accounts, the Interest Rate Cap Agreements and the Basis Risk Reserve Fund) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of Class AR, the assets constituting Class AR-L Certificates and the Trust Fund corresponding to Collateral Group 1 Class X Certificates and Collateral Group 2, (exclusive of the right to receive amounts from the Basis Risk Reserve Fund in the case of each Group 1 Certificate, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. The Class P Prepayment Charges) and shall be evidenced by AR Certificates represent ownership of the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Group 1, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 2, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-1-A-1A (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) (which, except for the Class P, Class A3) 1-LR and Class AA-1A LT1-UR Certificates, shall represent the “regular interests” in the Master REMIC1-A-1B (1) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A(3) 1-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.A-1B LT1-1-A-3 (1) (3) 1-A-3 LT1-1-A-4A (1) (3) 1-A-4A LT1-1-A-4B (1) (3) 1-A-4B LT1-1-M-1 (1) (3) 1-M-1 LT1-1-M-2 (1) (3) 1-M-2 LT1-1-M-3 (1) (3) 1-M-3 LT1-1-M-4 (1) (3) 1-M-4 LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trust Administrator shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund Yield Maintenance Account, the Yield Maintenance Agreement and the Supplemental Interest Trust) be treated for federal income tax purposes shall consist of three REMICs as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “Subsidiary REMIC”, the REMIC 1,” “Subsidiary REMIC 2,” “Middle REMICREMIC 1,” “Middle REMIC 2,” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes Each Class of all interests created hereby shall be Certificates, other than the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all Class AR and Class AR-L Certificates, and in the case of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2Class 3-A-1 Certificates, (exclusive of the Class P Prepayment Charges) right to receive amounts from the Supplemental Interest Trust, and shall be evidenced by in the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue case of the Class A5-LR Certificate A-1, Class 8-A-1 and shall designate such Class 8-A-9 Certificates, exclusive of the rights and obligations with respect to the Swap Agreement, represents ownership of a regular interest as its in the Master REMIC for purposes of the REMIC Provisions. The Class AR Certificates represent ownership of the sole class of residual interestinterest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Middle Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interests issued by interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, and Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. The Middle Subsidiary REMIC 1 shall issue the Class R-2 interest and shall designate such interest hold as its sole class assets the Mortgage Loans in Loan Groups 1, 2, 3, 4 and 7, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups 5, 6 and 8, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interests set forth below for the Middle interest in Subsidiary REMIC 1: LT1-Grp 1 (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC 1) 6.500% N/A LT1-1-X (which, except for the Class P, Class 2) (2) D-X LT1-1-PO (3) (4) A-LR and Class P LT1-Grp 2 (5) 6.000% N/A LT1-2-X (6) (6) D-X LT1-2-PO (7) (8) A-UR Certificates, shall represent the “regular interests” in the Master REMICP LT1-Grp 3 (9) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class 5.500% N/A LT1-3-X (10) (10) D-X LT1-3-PO (11) (12) A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.P LT1-Grp 4 (13) 7.000% N/A LT1-4-X (14) (14) D-X LT1-4-PO (15) (16) A-P LT1-Grp 7 (17) 6.000% N/A LT1-7-X (18) (18) D-X LT1-7-PO (19) (20) A-P LT1-R (21) (21) N/A ________________

PRELIMINARY STATEMENT. The Depositor is As provided herein, the owner of Trustee shall elect that the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, and the Interest Rate Cap Account, and exclusive of the Interest Rate Cap Agreement and any entitlement to Prepayment Premiums) be treated for federal income tax purposes shall consist of three REMICs as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the “alternative, the Pooling REMIC, the Subsidiary REMIC”, the “Middle Intermediate REMIC” , and the “Master REMIC”). The “latest possible maturity date” Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”)Provisions. In addition, each Class of LIBOR Certificates represents the Subsidiary REMIC shall issue right to receive payments pursuant to contractual arrangements as described in Section 8.11 of this Agreement. The Class X Certificate also represents ownership of the assets held from time to time in the Basis Risk Reserve Fund, the Interest Rate Cap Account, the Interest Rate Cap Agreement and rights to receive certain payments from the holder of the Class A-LR R Certificate and shall designate such interest as its described in Section 8.11 of this Agreement. The Class R Certificate represents ownership of the sole class of residual interestinterest in each of the Pooling REMIC, the Subsidiary REMIC, the Intermediate REMIC, and the Master REMIC for purposes of the REMIC Provisions. The Middle Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Intermediate REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Intermediate REMIC for purposes of the REMIC Provisions. The Intermediate REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interests issued by interest in the Subsidiary REMIC. The Middle Subsidiary REMIC shall issue hold as its assets the several classes of uncertificated Lower Tier Interests in the Pooling REMIC, other than the Class R-2 interest LTP-R Interest. The Pooling REMIC shall hold as assets the property of the Trust Fund other than the Lower Tier Interests in the Pooling REMIC, the Subsidiary REMIC and shall designate such interest as its sole class the Intermediate REMIC, the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, the Interest Rate Cap Account, the Interest Rate Cap Agreement and any entitlement to Prepayment Premiums. The startup day for each REMIC created hereby for purposes of residual interestthe REMIC Provisions is the Closing Date. In addition, for purposes of the Middle REMIC shall issue Provisions, the uncertificated latest possible maturity date for each regular interest in each REMIC regular interests set forth below for created hereby is the Middle REMIC (fourth month following month in which the “Middle REMIC Regular Interests”)Mortgage Loan having the latest maturity date matures. The Master following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Pooling REMIC shall consist of the Middle Lower Tier Interests. Pooling REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master Lower Tier Class Designation Pooling REMIC Lower Tier Interest Rate Initial Class Principal Amount Class LTP-A (which, except for the 1) $ 34,000,050.00 Class P, LTP-F1 2.14% $ 16,000,000.00 Class LTP-V1 (2) $ 16,000,000.00 Class LTP-F2 2.14% $ 16,000,000.00 Class LTP-V2 (2) $ 16,000,000.00 Class LTP-F3 2.14% $ 14,500,000.00 Class LTP-V3 (2) $ 14,500,000.00 Class LTP-F4 2.140% $ 14,500,000.00 Class LTP-V4 (2) $ 14,500,000.00 Class LTP-F5 2.14% $ 13,500,000.00 Class LTP-V5 (2) $ 13,500,000.00 Class LTP-F6 2.14% $ 13,500,000.00 Class LTP-V6 (2) $ 13,500,000.00 Class LTP-F7 2.14% $ 12,500,000.00 Class LTP-V7 (2) $ 12,500,000.00 Class LTP-F8 2.14% $ 12,000,000.00 Class LTP-V8 (2) $ 12,000,000.00 Class LTP-F9 2.14% $ 11,500,000.00 Class LTP-V9 (2) $ 11,500,000.00 Class LTP-F10 2.140% $ 11,000,000.00 Class LTP-V10 (2) $ 11,000,000.00 Class LTP-F11 2.14% $ 10,500,000.00 Class LTP-V11 (2) $ 10,500,000.00 Class LTP-F12 2.14% $ 10,000,000.00 Class LTP-V12 (2) $ 10,000,000.00 Class LTP-F13 2.14% $ 9,500,000.00 Class LTP-V13 (2) $ 9,500,000.00 Class LTP-F14 2.14% $ 9,500,000.00 Class LTP-V14 (2) $ 9,500,000.00 Class LTP-F15 2.14% $ 9,000,000.00 Class LTP-V15 (2) $ 9,000,000.00 Class LTP-F16 2.14% $ 8,500,000.00 Class LTP-V16 (2) $ 8,500,000.00 Class LTP-F17 2.14% $ 8,000,000.00 Class LTP-V17 (2) $ 8,000,000.00 Class LTP-F18 2.14% $ 7,500,000.00 Class LTP-V18 (2) $ 7,500,000.00 Class LTP-F19 2.14% $ 7,500,000.00 Class LTP-V19 (2) $ 7,500,000.00 Class LTP-F20 2.14% $ 7,500,000.00 Class LTP-V20 (2) $ 7,500,000.00 Class LTP-F21 2.14% $ 6,500,000.00 Class LTP-V21 (2) $ 6,500,000.00 Class LTP-F22 2.14% $ 6,500,000.00 Class LTP-V22 (2) $ 6,500,000.00 Class LTP-F23 2.14% $ 147,500,000.00 Class LTP-V23 (2) $ 147,500,000.00 Class LTP-A-LR and IO-S (3) (3) Class ALTP-UR Certificates, shall represent the “regular interests” in the Master REMICR (4) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.(4)

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit (exclusive of the Certificateholders. The Trust Fund assets held in the Basis Risk Reserve Fund) for federal income tax purposes shall will consist of three five REMICs (the “Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), the “Middle REMIC 1,” “Middle REMIC 2,” (each, a “Middle REMIC” ”), and the “Master REMIC”). Subsidiary REMIC 1 will consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, and Loan Group 10. Each Interest in Subsidiary REMIC 1, other than the SR-1 Interest (collectively, the “Subsidiary REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 1 shall issue the SR-1 interest and shall designate such interest as its sole class of residual interest. Middle REMIC 1 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the MR-1 Interest (collectively, the “Middle REMIC 1 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 will consist of the Loan Group 11 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 will consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), will be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC will consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other then the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall desinate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the SR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, Date (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”defined in Section 11.01 herein). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.