Common use of W I T N E S S E T H T H A T Clause in Contracts

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; each of which (other than the Class SR Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreementherein, the Trustee will elect that the Trust Fund (except for the Prefunding Account and the Capitalized Interest Account) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund (except for the Prefunding Account and the Capitalized Interest Account) and will be evidenced by (a) the uncertificated Subsidiary REMIC Regular Interests Interests, which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC REMIC, and (b) the SR Interest as the single "residual interest" in the Subsidiary REMIC; each of which (other than the Class SR Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising will consist of two real estate mortgage investment conduits REMICs (each, a the "Lower Tier REMIC" and the "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 Subsidiary Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Master REMIC will hold as assets the Lower Tier REMIC Regular Interests. The Lower Tier REMIC will hold as assets all property of the Trust Fund and will be evidenced by other than the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" interests in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary Lower Tier REMIC; . For federal income tax purposes, each of which Certificate (other than the Class SR A-R Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC is hereby designated as a regular interests), and which will represent the "regular interests" interest in the Master REMIC. The MR Interest REMIC and each Lower Tier REMIC Regular Interest, as the single "residual interest" defined below, is designated as a regular interest in the Master Lower Tier REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein in this Agreement shall be the Latest Possible Maturity Date. All amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to the second paragraph of Section 3.20 will be treated as paid directly by the Servicer to the Class P Certificates and not as paid by or through any REMIC created hereunder. The Subsidiary Supplemental Interest Trust, the Supplemental Interest Reserve Fund and the Corridor Contract shall not constitute any part of any REMIC described herein. Lower Tier REMIC The following table sets forth Class Designation, characteristics of the Initial Lower Tier REMIC Regular Interests: Lower Tier REMIC Regular Allocation of Allocation of Interests Principal Balance, the Balance Pass-Through RateRate Interest Principal --------- ----------------- ----------------- -------- --------- LT-A-1 (1) 6.50% Class A-1, and the Rate Change Date for each Subsidiary A-2 Class A-1 LT-A-3 (1) 0.00% Xxxxx X-0 Class A-3 LT-A-4 (1) 6.50% Xxxxx X-0 Class A-4 LT-A-5 (1) 6.50% Xxxxx X-0 Class A-5 LT-A-6 (1) 6.50% Xxxxx X-0 Class A-6 LT-A-7 (1) 6.50% Xxxxx X-0 Class A-7 LT-PO (1) 0.00% X/X Class PO LT-A-X (1) 6.50% Class A-X N/A LT-$100 (1) 6.50% Class A-R Class A-R LT-B-1 (1) 6.50% Class B-1 Class B-1 LT-B-2 (1) 6.50% Class B-2 Class B-2 LT-B-3 (1) 6.50% Class B-3 Class B-3 Lower Tier REMIC Regular Interest:Allocation of Allocation of Interests Principal Balance Pass-Through Rate Interest Principal --------- ----------------- ----------------- -------- --------- LT-B-4 (1) 6.50% Class B-4 Class B-4 LT-B-5 (1) 6.50% Class B-5 Class B-5 LT-B-6 (1) 6.50% Class B-6 Class B-6 LT-P (1) N/A(2) N/A Class P LT-R (3) N/A N/A N/A

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (eachwill consist of three REMICs: the Subsidiary REMIC, a "the Intermediate REMIC"), and the Master REMIC. The Subsidiary REMIC will hold as consist of all of the assets all property of constituting the Trust Fund (including $100 put in trust for the benefit of the Class P Certificate, but excluding the Pre-Funding Account, the Capitalized Interest Account, the Yield Maintenance Agreement, the Carryover Reserve Fund and the Available Funds Cap Reserve Fund) and will be evidenced by (i) the Subsidiary REMIC Regular Interests which will be uncertificated Interests, (the "Uncertificated Subsidiary REMIC Regular Interests") and will represent the "regular interests" in the Subsidiary REMIC and (ii) the SR Interest as the single "residual interest" in the Subsidiary REMIC; each . The Trustee will hold the Uncertificated Subsidiary REMIC Regular Interests for the benefit of the Intermediate REMIC. The Intermediate REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Intermediate REMIC Regular Interests (which (other than the Class SR Certificate) will represent ownership of the Subsidiary "regular interests" in the Intermediate REMIC) and the IR Interest as the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Subsidiary Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary Intermediate REMIC Regular Interests and will be evidenced by the Regular Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The ) and the MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest, IR Interest and the MR Interest. The "latest possible maturity date date" for federal income tax purposes of all REMIC regular interests created herein shall hereby will be the Latest Possible Maturity Date. The Subsidiary Master REMIC The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class Designationof Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Initial Principal Balance, the Tax Matters Person Certificate may be issued in a different amount): =================================================================================== Integral Class Multiples in Certificate Pass-Through Rate, and the Minimum Excess of Balance Rate Change Date for each Subsidiary REMIC Regular Interest:Denomination Minimum ----------------------------------------------------------------------------------- Class A-1 $128,244,000 Variable(1) $25,000 $1,000 ----------------------------------------------------------------------------------- Class A-2 $62,191,000 4.18%(2) $25,000 $1,000 ----------------------------------------------------------------------------------- Class A-3 $115,000,000 5.04%(2) $25,000 $1,000 ----------------------------------------------------------------------------------- Class A-4 $41,862,000 5.99%(2) $25,000 $1,000 ----------------------------------------------------------------------------------- Class A-5 $32,703,000 6.23%(2)(3) $25,000 $1,000 ----------------------------------------------------------------------------------- Class A-IO (4) 2.50% $25,000(5) $1,000(5) ----------------------------------------------------------------------------------- Class A-R $100.00 N/A $100 N/A ----------------------------------------------------------------------------------- ----------------------------------------------------------------------------------- Class M-1 $11,000,000 5.46%(2)(3) $25,000 $1,000 ----------------------------------------------------------------------------------- Class M-2 $6,000,000 5.85%(2)(3) $25,000 $1,000 ----------------------------------------------------------------------------------- Class B $3,000,000 6.20%(2)(3) $25,000 $1,000 ----------------------------------------------------------------------------------- Class OC N/A (6) N/A $1,000 ----------------------------------------------------------------------------------- Class P $100.00 (7) N/A N/A ===================================================================================

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (eachwill consist of three REMICs: the Subsidiary REMIC, a "the Intermediary REMIC"), and the Master REMIC. The Subsidiary REMIC will hold as consist of all of the assets all property of constituting the Trust Fund (including $100 put in trust for the benefit of the Class P Certificate, but excluding the Pre-Funding Account, the Capitalized Interest Account, the Yield Maintenance Agreement, the Carryover Reserve Fund and the Available Funds Cap Reserve Fund) and will be evidenced by the Subsidiary REMIC Regular Interests which (which, excluding the Class P Certificate will be uncertificated uncertificated) (the "Uncertificated Subsidiary REMIC Regular Interests") and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; each . The Trustee will hold the Uncertificated Subsidiary REMIC Regular Interests for the benefit of the Intermediate REMIC. The Intermediate REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Intermediate REMIC Regular Interest (which (other than the Class SR Certificate) will represent ownership of the Subsidiary "regular interests" in the Intermediate REMIC) and the IR Interest as the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Subsidiary Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary Intermediate REMIC Regular Interests and will be evidenced by the Regular Certificates other than the Class P Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The ) and the MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest, IR Interest and the MR Interest. The "latest possible maturity date date" for federal income tax purposes of all REMIC regular interests created herein shall hereby will be the Latest Possible Maturity Date. The Subsidiary Master REMIC The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class Designationof Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Initial Principal Balance, the Tax Matters Person Certificate may be issued in a different amount): ========================= ======================= ======================= ======================= ======================= Class Certificate Integral Multiples in Balance Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:Minimum Denomination Excess of Minimum ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-1 $94,000,000 Variable(1) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-2 $107,700,000 6.18%(2) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-3 $30,300,000 6.75%(2) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-4 $32,100,000 7.00%(2) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-5 $43,836,000 7.00%(2)(3) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-IO (4) 2.50% $25,000(5) $1,000(5) ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class A-R $100.00 N/A $100 N/A ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class M-1 $7,313,000 7.00%(2)(3) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ========================= ======================= ======================= ======================= ======================= Class M-2 $5,687,800 7.00%(2)(3) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class B $4,063,000 7.00%(2)(3) $25,000 $1,000 ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- Class OC N/A (6) $1,000 $1,000 ========================= ======================= ======================= ======================= =======================

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising will consist of two real estate mortgage investment conduits REMICs (each, a the "Lower Tier REMIC" and the "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 Subsidiary Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Master REMIC will hold as assets the Lower Tier REMIC Regular Interests. The Lower Tier REMIC will hold as assets all property of the Trust Fund and will be evidenced by other than the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" interests in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary Lower Tier REMIC; . For federal income tax purposes, each of which Certificate (other than the Class SR A-R Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC is hereby designated as a regular interests), and which will represent the "regular interests" interest in the Master REMIC. The MR Interest REMIC and each Lower Tier REMIC Regular Interest, as the single "residual interest" defined below, is designated as a regular interest in the Master Lower Tier REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein in this Agreement shall be the Latest Possible Maturity Date. All amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to the second paragraph of Section 3.20 will be treated as paid directly by the Servicer to the Class P Certificates and not as paid by or through any REMIC created hereunder. The Subsidiary Supplemental Interest Trust, the Supplemental Interest Reserve Fund and the Corridor Contract shall not constitute any part of any REMIC described in this Agreement. Lower Tier REMIC The following table sets forth Class Designation, characteristics of the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary Lower Tier REMIC Regular InterestInterests:

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund (other than the Pre-Funding Account and the Capitalized Interest Account) and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as Interest, which will be the single sole "residual interest" in the Subsidiary REMIC; , each of which (other than the Class SR CertificateInterest) will represent ownership of the Subsidiary REMICREMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), ) and which will represent the "regular interests" in the Master REMIC. The , and the MR Interest as will be the single sole "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:: -------------------- -------------------- ---------------------- -------------------------- Initial Class Initial Pass-Through Corresponding Master Class Designation Certificate Balance Rate REMIC Interests -------------------- -------------------- ---------------------- -------------------------- Class SA1 (1) 3.75% Class A-1 -------------------- -------------------- ---------------------- -------------------------- Class SA2 (1) 7.00% Class A-2 and Class A-3 -------------------- -------------------- ---------------------- -------------------------- Class SA4 (1) 2.65% Class A-4 -------------------- -------------------- ---------------------- -------------------------- Class SA5 (1) 4.25% Class A-5 -------------------- -------------------- ---------------------- -------------------------- Class SR (1) 4.75% Class A-R -------------------- -------------------- ---------------------- -------------------------- Class SB1 (1) 4.75% Class B-1 -------------------- -------------------- ---------------------- -------------------------- Class SB2 (1) 4.75% Class B-2 -------------------- -------------------- ---------------------- -------------------------- Class SB3 (1) 4.75% Class B-3 -------------------- -------------------- ---------------------- -------------------------- Class SB4 (1) 4.75% Class B-4 -------------------- -------------------- ---------------------- -------------------------- Class SB5 (1) 4.75% Class B-5 -------------------- -------------------- ---------------------- -------------------------- Class SB6 (1) 4.75% Class B-6 -------------------- -------------------- ---------------------- -------------------------- Class SPO (1) 0.00% Class PO -------------------- -------------------- ---------------------- --------------------------

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; each of which (other than the Class SR Certificate) will represent ownership of the Subsidiary REMICREMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:: ------------------------ ------------------------- -------------------------- -------------------------------- Initial Class Initial Pass-Through Corresponding Master REMIC Class Designation Certificate Balance Rate Interests ------------------------ ------------------------- -------------------------- -------------------------------- Class SA1 (1) 5.50% Class A-1 and Class A-R ------------------------ ------------------------- -------------------------- -------------------------------- Class SA2 (1) 5.50% Class A-2 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA3 (1) 5.50% Class A-3 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA4 (1) 4.75% Class A-4 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA5 (1) 5.50% Class A-5 and Class A-6 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA7 (1) 5.50% Class A-7 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB1 (1) 5.50% Class B-1 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB2 (1) 5.50% Class B-2 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB3 (1) 5.50% Class B-3 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB4 (1) 5.50% Class B-4 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB5 (1) 5.50% Class B-5 ------------------------ ------------------------- -------------------------- -------------------------------- Class SB6 (1) 5.50% Class B-6 ------------------------ ------------------------- -------------------------- --------------------------------

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising will consist of two real estate mortgage investment conduits (each, a "REMICs: the Subsidiary REMIC and the Master REMIC"). The Subsidiary REMIC will hold as consist of all of the assets all property of constituting the Trust Fund (including $100 put in trust for the benefit of the Class P Certificate, but excluding the Yield Maintenance Agreements and the Carryover Reserve Funds and will be evidenced by (i) the Subsidiary REMIC Regular Interests which will be uncertificated Interest (the "Uncertificated Subsidiary REMIC Regular Interests") and will represent the "regular interests" in the Subsidiary REMIC and (ii) the SR Interest as the single "residual interest" in the Subsidiary REMIC; each of which (other than the Class SR Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Uncertificated Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Regular Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The ) and the MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The "latest possible maturity date date" for federal income tax purposes of all REMIC regular interests created herein shall hereby will be the Latest Possible Maturity Date. The Subsidiary Master REMIC The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class Designationof Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Initial Principal Balance, the Tax Matters Person Certificate may be issued in a different amount): =================== ===================== ===================== ================= ======================= Integral Multiples Class Certificate Minimum in Excess of Balance Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:Denomination Minimum ------------------- --------------------- --------------------- ----------------- ----------------------- Class A $300,800,000 Variable(1) $25,000 $1,000 ------------------- --------------------- --------------------- ----------------- ----------------------- Class A-R $100.00 N/A $100 N/A ------------------- --------------------- --------------------- ----------------- ----------------------- Class M-1 $11,200,000 Variable(2) $25,000 $1,000 ------------------- --------------------- --------------------- ----------------- ----------------------- Class M-2 $4,000,000 Variable(3) $25,000 $1,000 ------------------- --------------------- --------------------- ----------------- ----------------------- Class B $4,000,000 Variable(4) $25,000 $1,000 ------------------- --------------------- --------------------- ----------------- ----------------------- Class OC N/A (5) N/A $1,000 ------------------- --------------------- --------------------- ----------------- ----------------------- Class P $100.00 (6) N/A N/A =================== ===================== ===================== ================= ======================= --------------

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund (other than the Class A-8 Rounding Account, Prepayment Reserve Fund and Relief Act Reserve Fund) and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as Interest, which will be the single sole "residual interest" in the Subsidiary REMIC; , each of which (other than the Class SR CertificateInterest) will represent ownership of the Subsidiary REMICREMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), ) and which will represent the "regular interests" in the Master REMIC. The , and the MR Interest as will be the single sole "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:: ------------------------ ------------------------- -------------------------- -------------------------------- Initial Class Initial Pass-Through Corresponding Master REMIC Class Designation Certificate Balance Rate Interests ------------------------ ------------------------- -------------------------- -------------------------------- SA-1 (1) 5.50% A-1 ------------------------ ------------------------- -------------------------- -------------------------------- SA-2 (1) 5.50% A-2, A-3 ------------------------ ------------------------- -------------------------- -------------------------------- SA-4 (1) 5.50% A-3, A-4 ------------------------ ------------------------- -------------------------- -------------------------------- SA-5 (1) 5.50% A-5 ------------------------ ------------------------- -------------------------- -------------------------------- SA-6 (1) 5.50% A-6 ------------------------ ------------------------- -------------------------- -------------------------------- SA-7 (1) 5.50% A-7 ------------------------ ------------------------- -------------------------- -------------------------------- SA-8 (1) 5.45% A-8, A-9 ------------------------ ------------------------- -------------------------- -------------------------------- SA-10 (1) (3) A-10 ------------------------ ------------------------- -------------------------- -------------------------------- SA-11 (1) (3) A-11 ------------------------ ------------------------- -------------------------- -------------------------------- SA-12 (1) 5.50% A-12 ------------------------ ------------------------- -------------------------- -------------------------------- SA-13 (1) (3) A-13 ------------------------ ------------------------- -------------------------- -------------------------------- SA-14 (1) (3) A-14 ------------------------ ------------------------- -------------------------- -------------------------------- ------------------------ ------------------------- -------------------------- -------------------------------- S-PO (1) 0% PO ------------------------ ------------------------- -------------------------- -------------------------------- SA-X (1) (4) A-X ------------------------ ------------------------- -------------------------- -------------------------------- S-$100 (1) 5.50% A-R ------------------------ ------------------------- -------------------------- -------------------------------- SB-1 (1) 5.50% B-1 ------------------------ ------------------------- -------------------------- -------------------------------- SB-2 (1) 5.50% B-2 ------------------------ ------------------------- -------------------------- -------------------------------- SB-3 (1) 5.50% B-3 ------------------------ ------------------------- -------------------------- -------------------------------- SB-4 (1) 5.50% B-4 ------------------------ ------------------------- -------------------------- -------------------------------- SB-5 (1) 5.50% B-5 ------------------------ ------------------------- -------------------------- -------------------------------- SB-6 (1) 5.50% B-6 ------------------------ ------------------------- -------------------------- -------------------------------- S-P (2) 0% P ------------------------ ------------------------- -------------------------- --------------------------------

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated (exclusive of the Yield Maintenance Agreements, Yield Maintenance Reserve Funds, Pre-Funding Account, Capitalized Interest Account, Final Maturity Reserve Fund and any amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to the second paragraph of Section 3.20 hereof) for federal income tax purposes as comprising will consist of two real estate mortgage investment conduits REMICs (each, a the "Lower Tier REMIC" and the "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 Subsidiary Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Master REMIC will hold as assets the Lower Tier Regular Interests. The Lower Tier REMIC will hold as assets all property of the Trust Fund (exclusive of the Yield Maintenance Agreement and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; Yield Maintenance Reserve Fund). For federal income tax purposes, each of which Certificate (other than the Class SR A-R Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC is hereby designated as a regular interests), and which will represent the "regular interests" interest in the Master REMIC. The MR Interest REMIC and each Lower Tier Regular Interest, as the single "residual interest" defined below, is designated as a regular interest in the Master Lower Tier REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein in this Agreement shall be the Latest Possible Maturity Date. All amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to the second paragraph of Section 3.20 hereof will be treated as paid directly by the Servicer to the Class P Certificates and not as paid by or through any REMIC created hereunder. The Subsidiary Lower Tier REMIC The following table sets forth characteristics of the Lower Tier Regular Interests: ============================ ==================== ================== ================== ============================ Class Designation, the Initial Principal Balance, the Allocation of Class Designation Balance Pass-Through RateRate Interest Allocation of Principal ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-1 (1) 6.00% Class A-1, and the Rate Change Date for each Subsidiary REMIC Regular Interest:Class A-1 Class A-2 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-3 (1) 6.00% Class A-3 Class A-3 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-4 (1) 6.00% Class A-4 Class A-4 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-5 (1) 6.00% Class A-5, Class A-5 Class A-6 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-7 (1) 6.00% Class A-7 Class A-7 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-8 (1) 6.00% Class A-8 Class A-8 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-9 (1) 6.00% Class A-9 Class A-9 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-10 (1) 6.00% Class A-10 Class A-10 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-11 (1) 6.00% Class A-11 Class A-11 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-12 (1) 6.00% Class A-12 Class A-12 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-13 (1) 6.00% Class A-13 Class A-13 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-PO (1) 0.00% Class PO Class PO ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-A-X (1) Variable(2) Class A-X Class A-X ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-$100 (1) Variable(3) Class A-R Class A-R ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-B-1 (1) 6.00% Class B-1 Class B-1 ============================ ==================== ================== ================== ============================ ============================ ==================== ================== ================== ============================ Class 1-B-2 (1) 6.00% Class B-2 Class B-2 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-B-3 (1) 6.00% Class B-3 Class B-3 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-B-4 (1) 6.00% Class B-4 Class B-4 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-B-5 (1) 6.00% Class B-5 Class B-5 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-B-6 (1) 6.00% Class B-6 Class B-6 ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class 1-P (1) 0.000%(4) Class P Class P ---------------------------- -------------------- ------------------ ------------------ ---------------------------- Class R-1(5) N/A X/X X/X X/X ============================ ==================== ================== ================== ============================

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as Interest, which will be the single sole "residual interest" in the Subsidiary REMIC; REMIC (each of which (other than the Class Subsidiary REMIC Regular Interest and the SR Certificate) Interest is referred to as a "Subsidiary Interest"). The Subsidiary REMIC Regular Interests will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The , and the MR Interest as will be the single sole "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:: Initial Class Initial Pass-Through Corresponding Master Class Designation Certificate Balance Rate REMIC Interests Class SA1 (1) 4.25% Class A-1 and Class A-R Class SA2 (1) 8.50% Class A-2 and Class A-3 Class SA4 (1) 5.75% Class A-4 Class SA5 (1) 5.75% Class A-5 Class SA6 (1) 5.75% Class A-6 Class SA7 (1) 5.75% Class A-7 Class SA8 (1) 5.75% Class A-8 Class SA9 (1) 6.00% Class A-9 Class SB1 (1) 5.75% Class B-1 Class SB2 (1) 5.75% Class B-2 Class SB3 (1) 5.75% Class B-3 Class SB4 (1) 5.75% Class B-4 Class SB5 (1) 5.75% Class B-5 Class SB6 (1) 5.75% Class B-6 Class SPO (1) 0.00% Class PO Class SP (1) 0.00%(2) Class P Class SAX (3) (3) Class A-X Class SR N/A N/A N/A

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T [SUBJECT TO SIDLEY TAX REVIEW] The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated (exclusive of any amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.20(b) and any amounts in respect of waived Late Payment Fees paid by the Servicer to the Class L Certificates pursuant to Section 3.21(b)) for federal income tax purposes as comprising two real estate mortgage investment conduits (eachwill consist of three REMICs ( "REMIC 1", a "REMIC 2" and the "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 Subsidiary Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereunder. The Master REMIC will hold as assets the REMIC 2 Regular Interests. REMIC 2 will hold as assets the REMIC 1 Regular Interests. REMIC 1 will hold as assets all property of the Trust Fund and will be evidenced by other than the Subsidiary interests in any REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; created under this Agreement. For federal income tax purposes, each of which Certificate (other than the Class SR A-R Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC is hereby designated as a regular interests), and which will represent the "regular interests" interest in the Master REMIC. The MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR REMIC and each REMIC 1 Regular Interest and the MR REMIC 2 Regular Interest, as defined below, is designated as a regular interest in REMIC 1 and REMIC 2, respectively. The latest possible maturity date of all REMIC regular interests created herein in this Agreement shall be the Latest Possible Maturity Date. The Subsidiary All amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.20(b) will be treated as paid directly by the Servicer to the Class P Certificates and not as paid by or through any REMIC The following table sets forth created hereunder. All amounts in respect of waived Late Payment Fees paid by the Servicer to the Class Designation, L Certificates will be treated as paid directly by the Initial Principal Balance, Servicer to the Pass-Through Rate, Class L Certificates pursuant to Section 3.21(b) and not as paid by or through any REMIC created under this Agreement or by or through the Rate Change Date for each Subsidiary REMIC Regular Interest:Grantor Trust described in this Agreement.

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund (other than the Pre-Funding Account and the Capitalized Interest Account) and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as Interest, which will be the single sole "residual interest" in the Subsidiary REMIC; , each of which (other than the Class SR CertificateInterest) will represent ownership of the Subsidiary REMICREMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), ) and which will represent the "regular interests" in the Master REMIC. The , and the MR Interest as will be the single sole "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (eachwill consist of three REMICs: the Subsidiary REMIC, a "the Intermediary REMIC"), and the Master REMIC. The Subsidiary REMIC will hold as consist of all of the assets all property of constituting the Trust Fund (including $100 put in trust for the benefit of the Class P Certificate, but excluding the Pre-Funding Account, the Capitalized Interest Account, the Yield Maintenance Agreement, the Carryover Reserve Fund and the Available Funds Cap Reserve Fund) and will be evidenced by the Subsidiary REMIC Regular Interests which (which, excluding the Class P Certificate will be uncertificated uncertificated) (the "Uncertificated Subsidiary REMIC Regular Interests") and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; each . The Trustee will hold the Uncertificated Subsidiary REMIC Regular Interests for the benefit of the Intermediate REMIC. The Intermediate REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Intermediate REMIC Regular Interest (which (other than the Class SR Certificate) will represent ownership of the Subsidiary "regular interests" in the Intermediate REMIC) and the IR Interest as the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Subsidiary Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary Intermediate REMIC Regular Interests and will be evidenced by the Regular Certificates other than the Class P Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The ) and the MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest, IR Interest and the MR Interest. The "latest possible maturity date date" for federal income tax purposes of all REMIC regular interests created herein shall hereby will be the Latest Possible Maturity Date. The Subsidiary Master REMIC The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class Designationof Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:Tax Matters Person Certificate may be issued in a different amount):

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreementherein contained, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreement, the Trustee will elect that the The Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (eachwill consist of three REMICs: the Subsidiary REMIC, a "the Intermediate REMIC"), and the Master REMIC. The Subsidiary REMIC will hold as consist of all of the assets all property of constituting the Trust Fund (including $100 put in trust for the benefit of the Class P Certificate, but excluding the Pre-Funding Account, the Capitalized Interest Account, the Yield Maintenance Agreement, the Carryover Reserve Fund and the Available Funds Cap Reserve Fund) and will be evidenced by (i) the Subsidiary REMIC Regular Interests which (which, excluding the Class P Certificate will be uncertificated uncertificated) (the "Uncertificated Subsidiary REMIC Regular Interests") and will represent the "regular interests" in the Subsidiary REMIC and (ii) the SR Interest as the single "residual interest" in the Subsidiary REMIC; each . The Trustee will hold the Uncertificated Subsidiary REMIC Regular Interests for the benefit of the Intermediate REMIC. The Intermediate REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Intermediate REMIC Regular Interests (which (other than the Class SR Certificate) will represent ownership of the Subsidiary "regular interests" in the Intermediate REMIC) and the IR Interest as the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Subsidiary Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary Intermediate REMIC Regular Interests and will be evidenced by the Regular Certificates other than the Class P Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The ) and the MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest, IR Interest and the MR Interest. The "latest possible maturity date date" for federal income tax purposes of all REMIC regular interests created herein shall hereby will be the Latest Possible Maturity Date. The Subsidiary Master REMIC The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class Designationof Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Initial Principal Balance, the Tax Matters Person Certificate may be issued in a different amount): ========================================================================================================================= Class Certificate Integral Multiples in Balance Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:Minimum Denomination Excess of Minimum ------------------------------------------------------------------------------------------------------------------------- Class A-1 $131,382,000 Variable(1) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class A-2 $147,290,000 5.18%(2) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class A-3 $46,280,000 5.94%(2) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class A-4 $42,026,000 6.26%(2) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class A-5 $62,772,000 6.55%(2)(3) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class A-IO (4) 2.50% $25,000(5) $1,000(5) ------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------- Class A-R $100.00 N/A $100 N/A ------------------------------------------------------------------------------------------------------------------------- Class M-1 $9,000,000 6.55%(2)(3) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class M-2 $6,750,000 6.55%(2)(3) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class B $4,500,000 6.55%(2)(3) $25,000 $1,000 ------------------------------------------------------------------------------------------------------------------------- Class OC N/A $1,000 $1,000 (6) ------------------------------------------------------------------------------------------------------------------------- Class P $100.00 N/A N/A (7) =========================================================================================================================

W I T N E S S E T H T H A T. In consideration of the mutual agreements set forth in this Agreement, the parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided in this Agreementherein, the Trustee will elect that the Trust Fund (except for the Prefunding Account and the Capitalized Interest Account) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). The Subsidiary REMIC will hold as assets all property of the Trust Fund (except for the Prefunding Account and the Capitalized Interest Account) and will be evidenced by the Subsidiary REMIC Regular Interests which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC and the SR Interest as the single "residual interest" in the Subsidiary REMIC; each of which (other than the Class SR Certificate) will represent ownership of the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Uncertificated Subsidiary REMIC Regular Interests and will be evidenced by the Certificates (except in the case of the Subordinated Certificates, which will be represented by two Subsidiary REMIC regular interests), and which will represent the "regular interests" in the Master REMIC. The MR Interest as the single "residual interest" in the Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Balance, the Pass-Through Rate, and the Rate Change Date for each Subsidiary REMIC Regular Interest:: ------------------------ ------------------------- -------------------------- -------------------------------- Initial Class Initial Pass-Through Corresponding Master REMIC Class Designation Certificate Balance Rate Interests ------------------------ ------------------------- -------------------------- -------------------------------- Class SA1 (1) 5.75% Class A-1 and Class A-R ------------------------ ------------------------- -------------------------- -------------------------------- Class SA2 (1) 5.15% Class A-2 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA3 (1) 5.25% Class A-3 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA4 (1) 5.75% Class A-4 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA5 (1) 4.40% Class A-5 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA6 (1) 8.50% Class A-6 and Class A-7 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA8 (1) 5.00% Class A-8 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA9 (1) 5.75% Class A-9 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA10 (1) 5.75% Class A-10 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA11 (1) 5.75% Class A-11 and Class A-12 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA13 (1) 4.75% Class A-13 ------------------------ ------------------------- -------------------------- -------------------------------- Class SA14 (1) 6.00% Class A-14 ------------------------ ------------------------- -------------------------- --------------------------------