Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.

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

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the Seller alternative, the “Lower-Tier REMIC”, the “Middle-Tier REMIC” and at the Closing Date is “Upper-Tier REMIC”). Each Certificate, other than the owner Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf REMIC Provisions. The Class A-R Certificate represents ownership of the Issuing Entity for inclusion sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC shall hold as assets the Trust Fundseveral classes of uncertificated Middle Tier REMIC Interests (other than the Class MT-R Interest). On The Middle-Tier REMIC shall hold as assets the Closing Date, several classes of uncertificated Lower-Tier REMIC Interests (other than the Depositor will acquire the Stack II Certificates from the Securities Administrator Class LT-R Interest). The Lower-Tier REMIC shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to other than the Stack II Certificatesinterests in another REMIC formed hereby. Each Middle-Tier REMIC Interest (other than the Class MT-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC. Each Lower-Tier REMIC Interest (other than the Class LT-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower Tier Interests shall have the class designations, initial principal amounts, interest rates and conditions relating to the issuance corresponding Pool or Class of the Stack II Certificates are as set forth in the Stack II Agreement.following table: Class Designation Initial Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT-SG1-A (0.9% of SP Subgroup 1-1) (1) 6.00% 1-1 LT-SG1-B (0.1% of SP Subgroup 1-1) (1) 6.00% 1-1 LT-SG1-C (Excess of Subgroup 1-1) (1) 6.00% 1-1 LT-SG2-A (0.9% of SP Subgroup 1-2) (1) 6.50% 1-2 LT-SG2-B (0.1% of SP Subgroup 1-2) (1) 6.50% 1-2 LT-SG2-C (Excess of Subgroup 1-2) (1) 6.50% 1-2 LT-1-A-P (2) 0.00% A-P LT-1-A-X (3) 6.00% 1-A-X LT-SG3-A (0.9% of SP Subgroup 2-1) (1) 6.00% 2-1 LT-SG3-B (0.1% of SP Subgroup 2-1) (1) 6.00% 2-1 LG-SG3-C (Excess of Subgroup 2-1) (1) 6.00% 2-1 LT-SG4-A (0.9% of SP Subgroup 2-2) (1) 8.00% 2-2 LT-SG4-B (0.1% of SP Subgroup 2-2) (1) 8.00% 2-2 LT-SG4-C (Excess of Subgroup 2-2) (1) 8.00% 2-2 LT-R (4) (4) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust (v) the Final Maturity Reserve Fund, and (vi) the obligation to pay Class I Shortfalls (collectively, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the 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 other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Obligations, Series 1997-NMC1 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesBonds. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Bonds and the Bond Insurer, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans listed in Schedule I to this Indenture, including the related Mortgage Files that the Issuer causes to be delivered to the Indenture Trustee pursuant to the Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered on or after the applicable Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan on or after the applicable Cut-off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, and any Qualified Replacement Mortgage Loan, (b) the MBIA Insurance Policy, (c) the Servicing Agreement, (d) the Mortgage Loan Sale Agreement, (e) the Mortgage Loan Contribution Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Collection Account, the Depositor has acquired Bond Account and the Stack II Mortgage Loans from Policy Payments Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Seller Collection Account, which income shall belong to and at be for the Closing Date is the owner account of the Stack II Mortgage Loans Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Bond Account, which income shall belong to and be for the account of the Issuer), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other related property being conveyed liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and to secure (x) the Depositor payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Trustee under end that the Stack II Agreement on behalf interests of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity Holders of the Stack II Mortgage Loans Bonds may be adequately and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreementeffectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Bonds, (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesBonds. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Bonds, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans from identified in Schedule A to this Indenture, including the Seller and at related Mortgage Documents, which the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor Issuer has caused to be delivered to the Trustee herewith, and all interest and principal received or receivable by the Issuer on or with respect to the such Mortgage Loans after the Cut-Off Date and all interest and principal payments on the such Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on such Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (b) the Issuer's rights under the Stack II Agreement on behalf of Purchase Agreements and the Issuing Entity for inclusion Servicing Agreements, as modified by the Acknowledgements, and the Mortgage Loan Purchase and Sale Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans Custodial Accounts and the other related Pledged Accounts (exclusive of any earnings on investments made with funds deposited in the Distribution Account), (e) property constituting that portion of secured a Mortgage Loan that has become an REO Property, (f) the Trust Fund pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Stack II CertificatesAdditional Collateral Mortgage Loans, and (g) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. In addition, the Holder of the Class X Bonds hereby Grants to the Trustee, for the exclusive benefit of the Holders of the LIBOR Bonds, all of such Holder's right, title and interest in and to the Basis Risk Reserve Fund to the extent provided herein. Such Grants are made, however, in trust, to secure the (i) the payment of all sums payable under this Indenture with respect to the Bonds, and (ii) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Depositor has duly authorized Trustee acknowledges such Grant, accepts the execution trusts hereunder in accordance with the provisions of this Indenture and delivery agrees to perform the duties herein required to the best of its ability to the end that the interests of the Stack II Agreement to provide for the conveyance to the Issuing Entity Holders of the Stack II Mortgage Loans Bonds may be adequately and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreementeffectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans Yield Maintenance Agreement and the other Reserve Fund) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”). There shall be four REMICs related property being conveyed by the Depositor to the Trustee under Aggregate Pool: Lower-Tier REMIC 1, Middle-Tier REMIC 1, Upper-Tier REMIC 1 and Upper-Tier REMIC 2. Lower-Tier REMIC 1 shall hold the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion assets of the Trust Fund relating related to the Stack II CertificatesAggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth Each remaining uncertificated interest in the Stack II AgreementLower-Tier REMIC 1 is hereby designated as a REMIC regular interest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 1998-4 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Trust herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans from in both Pool I and Pool II listed in the Seller and at Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Collateral Agent, on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing DateIndenture Trustee, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer pursuant to the Issuing Entity Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Stack II Cut-Off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other related property constituting that portion held or required to be deposited in the Collection Account, the Distribution Accounts, the Note Insurance Payment Account, the Pre-Funding Account, the Capitalized Interest Account and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Trust Fund relating Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Stack II Certificatesend that the interests of the Holders of the Notes may be adequately and effectively protected. The Depositor has duly authorized Indenture Trustee agrees that it will hold the execution Note Insurance Policy in trust and delivery that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Stack II Agreement to provide for Noteholders in accordance with the conveyance terms hereof and the Note Insurance Policy. In addition, the Indenture Trustee agrees that it will acknowledge the Grant on each Subsequent Transfer Date of the related Subsequent Mortgage Loans pursuant to the Issuing Entity terms of the Stack II related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementSale and Servicing Agreement are satisfied on or prior to such Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer to the Issuing Entity Trust Fund (exclusive of the Stack II Mortgage Loans Additional Collateral) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”, and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC shall hold as assets all property constituting that portion of the Trust Fund relating to (except for any Additional Collateral). Each Lower Tier REMIC Interest (other than the Stack II CertificatesClass LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreementfollowing table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) A-R _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap (iii) the Pre-funding Account (iv) the Capitalized Interest Account and (v) the Class X Cap) be treated for federal income tax purposes 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 “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 10 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the other related several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2 and REMIC 3, the Basis Risk Reserve Fund, the Basis Risk Cap, the Pre-funding Account, the Capitalized Interest Account, and the Class X Cap. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and the other related property constituting that portion REMIC 4, and for purposes of the Trust Fund relating to interpreting the Stack II Certificates. The terms and conditions relating to the issuance provisions of the Stack II Certificates are Agreement concerning REMIC administration set forth in Article X hereof, the Stack II Agreementfollowing terms have the meanings set forth below.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. .On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. Fund.The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. Fund.All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. .The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Reserve Fund, (ii) the Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”).Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions.The Class X Certificate represents ownership of two regular interests in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC as described in note 14 of the Issuing Entity table below for inclusion in such ▇▇▇▇▇.▇▇ addition, each Certificate, other than the Trust Fund. On Class R, Class X and Class P Certificates, represents the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer right to the Issuing Entity receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06.The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the other related REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized following table sets forth (or describes) the execution Class designation, interest rate, and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesREMIC 1 Lower Tier Interests. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Class LT-A1A (1) $ 68,123,500.00 A1A Class LT-A1B (1) $ 25,000,000.00 A1B Class LT-A1C (1) $ 925,000.00 A1C Class LT-A2 (1) $ 24,093,500.00 A2 Class LT-A3A (1) $ 25,000,000.00 A3A Class LT-A3B (1) $ 925,000.00 A3B Class LT-A3C (1) $ 2,500,000.00 A3C Class LT-A4 (1) $ 18,152,500.00 A4 Class LT-A5 (1) $ 8,372,000.00 A5 Class LT-A6A (1) $ 10,000,000.00 A6A Class LT-A6B (1) $ 8,932,500.00 A6B Class LT-A6C (1) $ 300,000.00 A6C Class LT-M1 (1) $ 5,168,500.00 M1 Class LT-M2 (1) $ 795,000.00 M2 Class LT-M3 (1) $ 497,000.00 M3 Class LT-Q (1) $ 198,784,660.61 N/A Class LT-R (2) (2) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's transfer to the Issuing Entity Trust Fund of the Mortgage Loans Loans, and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of the Additional Collateral and the assets deposited in the Reserve Fund) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a "REMIC" or, as more specifically indicated below, the "Lower-Tier REMIC," the "Upper-Tier REMIC," and the "Group 2 REMIC" respectively). Each Group 1 Certificate, other than the Class 1-LTR and Class 1-AR Certificates, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the Seller and at the Closing Date is the owner related Sub Account of the Stack II Mortgage Loans Reserve Fund as provided in Section 5.02 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Section 5.06. The owners of the Issuing Entity for inclusion Interest-Only Certificates beneficially own the Sub Accounts that compose the Reserve Fund. The Class 1-AR Certificate is hereby designated as the sole class of residual interest in the Trust FundUpper-Tier REMIC. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class 1-LTR Certificate evidences ownership of the Stack II Mortgage Loans and sole class of residual interest in the other related Lower-Tier REMIC (the "1-LTR Interest"). The Lower-Tier REMIC shall hold as its assets all property constituting that portion of the Trust Fund relating related to the Stack II CertificatesPool 1 Mortgage Loans other than the Additional Collateral, the assets held in the Reserve Fund, and the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the 1-LTR Interest is hereby designated as a regular interest in the Lower-Tier REMIC and the 1-LTR Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Depositor has duly authorized Upper-Tier REMIC shall hold as its assets all Lower-Tier Interests other than the execution and delivery 1-LTR Interest. Each Group 2 Certificate, other than the Class 2-AR Certificates, is hereby designated as a regular interest in the Group 2 REMIC, as described herein. The Class 2-AR Certificate is hereby designated as the sole class of residual interest in the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related Group 2 REMIC. The Group 2 REMIC shall hold as its assets all property constituting that portion of the Trust Fund relating related to the Stack II CertificatesPool 2 Mortgage Loans. THE LOWER-TIER REMIC INTERESTS The terms following table sets forth (or describes) the Class designation, interest rate, and conditions relating to the issuance initial Class Principal Amount for each Class of the Stack II Certificates are set forth in the Stack II Agreement.Lower-Tier Interests: Lower-Tier REMIC Interest Initial Class Corresponding Class of Designation Interest Rate Principal Amount Certificate(s) -------------- ------------- ---------------- ---------------------- LT-1A1 (1) $133,459,050.00 1-A1, 1-AR, 1-XA LT-1A2 (1) $ 14,829,000.00 1-A2, 1-XA LT-1B1 (1) $ 2,093,000.00 1-B1, 1-XB LT-1B2 (1) $ 1,395,000.00 1-B2, 1-XB LT-1B3 (1) $ 1,706,000.00 1-B3 LT-1B4 (1) $ 697,000.00 1-B4 LT-1B5 (1) $ 543,000.00 1-B5 LT-1B6 (1) $ 310,325.00 1-B6 1-LTR (2) (2) 1-LTR

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, a Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller") and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the Seller alternative, the Lower Tier REMIC and at the Closing Date is Upper Tier REMIC, respectively). Each Certificate, other than the owner Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R Interest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund. On LOWER TIER REMIC The following table specifies the Closing DateClass designation, the Depositor will acquire the Stack II interest rate, and principal amount for each class of Lower Tier Interests. Initial Class Principal Corresponding Class Lower Tier Class Lower Tier (or Notional) of Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.or Designation Interest Rate Amount Components ---------------- ------------- ------ ----------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Asset Backed Notes, Series 1998-2 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. Granting Clause The Issuer hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans from listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Seller and at the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Custodian, on behalf of the Issuing Entity Indenture Trustee, pursuant to the Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the Cut-off Date for inclusion each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, and any Qualified Replacement Mortgage Loan, (b) the Servicing Agreement, (c) the Mortgage Loan Sale Agreement, (d) the Mortgage Loan Contribution Agreement, (e) the Management Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Trust Fund. On Collection Account and the Closing DateNote Accounts, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Depositor will acquire Collection Account and the Stack II Certificates from the Securities Administrator as consideration Note Accounts, which income shall belong to and be for the Depositor's transfer account of the Servicer), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Issuing Entity end that the interests of the Stack II Mortgage Loans Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementMBIA Insurance Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Bonds, (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesBonds and MBIA. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Trustee, for the exclusive benefit of the Holders of the Bonds and MBIA, all of the Issuer's right, title and interest in and to (a) the Pledged Mortgages identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the related Custodian herewith, and all interest and principal received or receivable by the Depositor Issuer on or with respect to the Pledged Mortgages after the Cut-Off Date and all interest and principal payments on the Pledged Mortgages received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Pledged Mortgages on or before the Cut-off Date, and all other proceeds received in respect of such Pledged Mortgages, (b) the Issuer's rights under 15 the Mortgage Loan Purchase Agreement, the Management Agreement, the Master Servicing Agreement, the Servicing Agreements and the Purchase and Sale Agreements (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Bond Account or the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account or the Bond Account), (e) property that secured a Pledged Mortgage that has acquired the Stack II Mortgage Loans from the Seller become an REO property, and at the Closing Date is the owner (f) all proceeds of the Stack II Mortgage Loans conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and for the benefit of MBIA and to secure (i) the payment of all amounts due on the Bonds in accordance with their terms, (ii) the payment of all other sums payable under this Indenture with respect to the Bonds, (iii) compliance with the provisions of this Indenture, all as provided in this Indenture and to secure all amounts due by the Issuer to MBIA, including the obligations of the Issuer to MBIA under this Indenture, the Master Servicing Agreement and the other related property being conveyed by Insurance Agreement. All terms used in the Depositor foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Trustee under best of its ability to the Stack II Agreement on behalf end that the interests of the Issuing Entity for inclusion Holders of the Bonds and MBIA may be adequately and effectively protected. The Trustee agrees that it will hold the MBIA Policy in trust and that it will hold any proceeds of any claim made upon the Trust Fund. On the Closing DateMBIA Policy, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration solely for the Depositor's transfer to the Issuing Entity use and benefit of the Stack II Mortgage Loans Bondholders in accordance with the terms hereof and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementMBIA Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2000-4 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Trust herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans from listed in the Seller and at Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Collateral Agent, on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing DateIndenture Trustee, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer pursuant to the Issuing Entity Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Stack II Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other related property constituting that portion held or required to be deposited in the Collection Account, the Payment Account and the Note Insurance Payment Account, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Trust Fund relating Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Stack II Certificatesend that the interests of the Holders of the Notes may be adequately and effectively protected. The Depositor has duly authorized Indenture Trustee agrees that it will hold the execution Policy in trust and delivery that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Stack II Agreement to provide for Noteholders in accordance with the conveyance to the Issuing Entity of the Stack II Mortgage Loans terms hereof and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementPolicy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v), the Depositor has acquired Supplemental Interest Trust and (vi) the Stack II Mortgage Loans from obligation to pay Class I Shortfalls (collectively, the Seller “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and at “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date 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 owner Latest Possible Maturity Date. REMIC 1 shall issue one uncertificated interest in respect of the Stack II each Mortgage Loans and the other related property being conveyed Loan held by the Depositor to the Trustee under the Stack II Agreement Trust Fund on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the Depositor will acquire “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Stack II Certificates from Class LT-R Certificate, which shall represent the Securities Administrator as consideration for the Depositor's transfer sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Issuing Entity Scheduled Principal Balance of the Stack II Mortgage Loans Loan to which it relates and shall bear interest at a per annum rate equal to the other related property constituting that portion Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund relating for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Stack II CertificatesMortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The Depositor has duly authorized following table sets forth the execution designations, principal balances and delivery interest rates for each interest in REMIC 2, each of which (other than the Stack II Agreement to provide for Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 2 (the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.“REMIC 2 Regular Interests”): LT2-A $ 15,573,561.46 (1) LT2-F1 $ 7,512,000.00 (2) LT2-V1 $ 7,512,000.00 (3) LT2-F2 $ 7,247,000.00 (2) LT2-V2 $ 7,247,000.00 (3) LT2-F3 $ 6,991,500.00 (2) LT2-V3 $ 6,991,500.00 (3) LT2-F4 $ 6,745,000.00 (2) LT2-V4 $ 6,745,000.00 (3) LT2-F5 $ 6,507,000.00 (2) LT2-V5 $ 6,507,000.00 (3) LT2-F6 $ 6,278,000.00 (2) LT2-V6 $ 6,278,000.00 (3) LT2-F7 $ 6,056,500.00 (2) LT2-V7 $ 6,056,500.00 (3) LT2-F8 $ 5,842,500.00 (2) LT2-V8 $ 5,842,500.00 (3) LT2-F9 $ 5,637,000.00 (2) LT2-V9 $ 5,637,000.00 (3) LT2-F10 $ 5,438,000.00 (2) LT2-V10 $ 5,438,000.00 (3) LT2-F11 $ 6,772,500.00 (2) LT2-V11 $ 6,772,500.00 (3) LT2-F12 $ 7,970,500.00 (2) LT2-V12 $ 7,970,500.00 (3) LT2-F13 $ 7,523,000.00 (2) LT2-V13 $ 7,523,000.00 (3) LT2-F14 $ 7,100,500.00 (2) LT2-V14 $ 7,100,500.00 (3) LT2-F15 $ 6,702,000.00 (2) LT2-V15 $ 6,702,000.00 (3) LT2-F16 $ 6,326,000.00 (2) LT2-V16 $ 6,326,000.00 (3) LT2-F17 $ 5,971,000.00 (2) LT2-V17 $ 5,971,000.00 (3) LT2-F18 $ 5,636,000.00 (2) LT2-V18 $ 5,636,000.00 (3) LT2-F19 $ 5,319,500.00 (2) LT2-V19 5,319,500.00 (3) LT2-F20 $ 5,021,000.00 (2) LT2-V20 $ 5,021,000.00 (3) LT2-F21 $ 14,742,500.00 (2) LT2-V21 $ 14,742,500.00 (3) LT2-F22 $ 10,191,500.00 (2) LT2-V22 $ 10,191,500.00 (3) LT2-F23 $ 7,468,500.00 (2) LT2-V23 $ 7,468,500.00 (3) LT2-F24 $ 5,677,500.00 (2) LT2-V24 $ 5,677,500.00 (3) LT2-F25 $ 4,425,000.00 (2) LT2-V25 $ 4,425,000.00 (3) LT2-F26 $ 3,513,000.00 (2) LT2-V26 $ 3,513,000.00 (3) LT2-F27 $ 2,824,500.00 (2) LT2-V27 $ 2,824,500.00 (3) LT2-F28 $ 2,291,500.00 (2) LT2-V28 $ 2,291,500.00 (3) LT2-F29 $ 2,144,000.00 (2) LT2-V29 $ 2,144,000.00 (3) LT2-F30 $ 2,006,000.00 (2) LT2-V30 $ 2,006,000.00 (3) LT2-F31 $ 1,876,500.00 (2) LT2-V31 $ 1,876,500.00 (3) LT2-F32 $ 1,756,000.00 (2) LT2-V32 $ 1,756,000.00 (3) LT2-F33 $ 1,643,000.00 (2) LT2-V33 $ 1,643,000.00 (3) LT2-F34 $ 1,537,500.00 (2) LT2-V34 $ 1,537,500.00 (3) LT2-F35 $ 1,438,000.00 (2) LT2-V35 $ 1,438,000.00 (3) LT2-F36 $ 1,346,000.00 (2) LT2-V36 $ 1,346,000.00 (3) LT2-F37 $ 1,259,000.00 (2) LT2-V37 $ 1,259,000.00 (3) LT2-F38 $ 1,178,000.00 (2) LT2-V38 $ 1,178,000.00 (3) LT2-F39 $ 1,102,000.00 (2) LT2-V39 $ 1,102,000.00 (3) LT2-F40 $ 1,031,000.00 (2) LT2-V40 $ 1,031,000.00 (3) LT2-F41 $ 965,000.00 (2) LT2-V41 $ 965,000.00 (3) LT2-F42 $ 902,500.00 (2) LT2-V42 $ 902,500.00 (3) LT2-F43 $ 844,500.00 (2) LT2-V43 $ 844,500.00 (3) LT2-F44 $ 790,500.00 (2) LT2-V44 $ 790,500.00 (3) LT2-F45 $ 739,500.00 (2) LT2-V45 $ 739,500.00 (3) LT2-F46 $ 691,500.00 (2) LT2-V46 $ 691,500.00 (3) LT2-F47 $ 647,000.00 (2) LT2-V47 $ 647,000.00 (3) LT2-F48 $ 606,000.00 (2) LT2-V48 $ 606,000.00 (3) LT2-F49 $ 566,500.00 (2) LT2-V49 $ 566,500.00 (3) LT2-F50 $ 530,000.00 (2) LT2-V50 $ 530,000.00 (3) LT2-F51 $ 496,000.00 (2) LT2-V51 $ 496,000.00 (3) LT2-F52 $ 464,000.00 (2) LT2-V52 $ 464,000.00 (3) LT2-F53 $ 434,000.00 (2) LT2-V53 $ 434,000.00 (3) LT2-F54 $ 406,500.00 (2) LT2-V54 $ 406,500.00 (3) LT2-F55 $ 380,000.00 (2) LT2-V55 $ 380,000.00 (3) LT2-F56 $ 355,500.00 (2) LT2-V56 $ 355,500.00 (3) LT2-F57 $ 332,500.00 (2) LT2-V57 $ 332,500.00 (3) LT2-F58 $ 311,500.00 (2) LT2-V58 $ 311,500.00 (3) LT2-F59 $ 4,524,000.00 (2) LT2-V59 $ 4,524,000.00 (3) ___________________________

PRELIMINARY STATEMENT. The Seller has acquired the Mortgage Loans from the Initial Seller. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Initial Seller and the Seller in the Mortgage Loan Purchase Agreement Agreements and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans additional collateral, assets held in the Basis Risk Reserve Fund, the Swap Agreement and the other related property being conveyed by assets held in any account created thereunder and under the Depositor Auction Administration Agreement (to the Trustee under the Stack II Agreement on behalf extent that such agreement or accounts are deemed to be part of the Issuing Entity for inclusion in the Trust Fund. On )) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the Closing Datealternative, the Depositor will acquire "Lower Tier REMIC" and the Stack II "Upper Tier REMIC," respectively). Each Certificate, other than the Class A-R Certificate and the Class LTR Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the Class 1A-1 and Class 1A-2 Certificates represents rights under the Auction Administration Agreement and each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Securities Administrator Basis Risk Reserve Fund as consideration for provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the Depositor's transfer to the Issuing Entity owners of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Interest Only Certificates. The Depositor has duly authorized Class LTR Certificate represents the execution sole class of residual interest in the Lower Tier REMIC. The Class A-R Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC and delivery each such Lower Tier Interest, other than the interest represented by the Class LTR Certificate, is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesREMIC Provisions. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Lower Tier REMIC shall hold

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Supplemental Interest Trust Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v), the Depositor has acquired Supplemental Interest Trust and (vi) the Stack II Mortgage Loans from obligation to pay Class I Shortfalls (collectively, the Seller and at the Closing Date is the owner “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4” and “REMIC 5.” 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 related property being conveyed by than the Depositor to the Trustee under the Stack II Agreement on behalf Class R, Class LT-R, and Class X Certificates, represents ownership of a regular interest in REMIC 5 for purposes of the Issuing Entity for inclusion in REMIC Provisions. In addition, each Certificate, other than the Trust FundClass R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class LT-R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, REMIC 4 and REMIC 5. REMIC 5 shall hold as assets the uncertificated Lower Tier Interests in REMIC 4, other related than the Class LT4-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans 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 “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the other related 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 constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2001-3 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Trust herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans from in Mortgage Loan Group I and Mortgage Loan Group II listed in the Seller and at Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Collateral Agent, on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing DateIndenture Trustee, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer pursuant to the Issuing Entity Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Stack II Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other related property constituting that portion held or required to be deposited in the Collection Account, the Distribution Accounts, the Note Insurance Payment Account and the Cross-collateralization Reserve Account, including all investments made with funds in such Accounts (but so long as no Servicer Event of Default or Event of Default shall have occurred, not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Trust Fund relating Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and the Insurance Agreement and (z) compliance with the provisions of this Indenture, all as provided in this Indenture and the Insurance Agreement. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Stack II Certificatesend that the interests of the Holders of the Notes may be adequately and effectively protected. The Depositor has duly authorized Indenture Trustee agrees that it will hold the execution Policy in trust and delivery that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Stack II Agreement to provide for Noteholders in accordance with the conveyance to the Issuing Entity of the Stack II Mortgage Loans terms hereof and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementPolicy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Class 1-A1B Reserve Fund, (ii) the Class 1-A1B Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” and “REMIC 3”; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 14 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X, Class E and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.07. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets (i) 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 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions, and (ii) the several Classes of uncertificated Lower Tier Interests in REMIC 2, other related than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating determined solely with respect to Pool 1(but in no event shall hold the Stack II CertificatesExcluded Trust Property). The Depositor has duly authorized REMIC 2 shall hold as its assets the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating determined solely with respect to Pool 2 (but in no event shall hold the Stack II CertificatesExcluded Trust Property). The terms and conditions relating to the issuance startup day for each REMIC created hereby for purposes of the Stack II Certificates are set REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth in (or describes) the Stack II Agreement.Class designation, interest rate, and initial principal amount for each Class of REMIC 1 Lower Tier Interests. Class LT1-A1A (1) $ 10,000,000.00 A1A Class LT1-A1B (1) $ 26,757,000.00 A1B Class LT1-A2 (1) $ 73,389,500.00 A2 Class LT1-M1(1) (1) $ 1,992,500.00 M1(1) Class LT1-M2(1) (1) $ 1,707,500.00 M2(1) Class LT1-Q (1) $ 113,846,545.31 N/A Class LT1-R (2) (2) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans Loans, and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Securities Administrator shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of the Additional Collateral and the assets deposited in the Reserve Fund (the “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class 1-AR Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the Seller Reserve Fund as provided in Sections 5.02 and at the Closing Date is the owner 5.06. The owners of the Stack II Mortgage Loans and Interest-Only Certificates beneficially own the other related property being conveyed by Reserve Fund. The Class 1-AR Certificate represents the Depositor to the Trustee under the Stack II Agreement on behalf sole class of residual interest in each of the Issuing Entity for inclusion Upper-Tier and Middle-Tier REMICs. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. On Each Lower-Tier Interest other than the Closing Date, LT-R Interest is hereby designated as a regular interest in the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans Lower-Tier REMIC and the other related property constituting that portion LT-R Interest is hereby designated as the sole Class of residual interest in the Trust Fund relating to the Stack II CertificatesLower-Tier REMIC. The Depositor has duly authorized Middle-Tier REMIC shall hold as its assets the execution and delivery of Lower-Tier Interests other than the Stack II Agreement to provide for LT-R Interest. Each Middle-Tier Interest other than the conveyance to MT-R Interest is hereby designated as a regular interest in the Issuing Entity of the Stack II Mortgage Loans Middle-Tier REMIC and the other related property constituting that portion MT-R Interest is hereby designated as the sole Class of residual interest in the Trust Fund relating to the Stack II CertificatesMiddle-Tier REMIC. The terms Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and conditions relating to the issuance initial Class Principal Amount for each Class of the Stack II Certificates are set forth in the Stack II Agreement.Lower-Tier Interests: LT-Pool 1 (1) (7) 1 LT-Pool 1 PSA (1) (8) 1 LT-Pool 2 (2) (7) 2 LT-Pool 2 PSA (2) (8) 2 LT-Pool 3 (3) (7) 3 LT-Pool 3 PSA (3) (8) 3 LT-Pool 4 (4) (7) 4 LT-Pool 4 PSA (4) (8) 4 LT-Pool 5 (5) (7) 5 LT-Pool 5 PSA (5) (8) 5 LT-R (6) (6) Class LT-R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Swap Agreement, (ii) the Swap Trust, (iii) the Swap Account, (iv) any payments with respect to Basis Risk or Net WAC Shortfall Carryover Amounts, and at (v) payments with respect to Class I Shortfalls (collectively, the Closing Date is “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the owner alternative, “Lower-Tier REMIC 1,” “Middle-Tier REMIC 1,” and the “Upper-Tier” or “Master REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC1 Interests in the Middle-Tier REMIC 1 (other than the Class 1-MT-R Interest), the Class P Reserve Fund, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Class A-R Reserve Fund. On Each Middle-Tier REMIC 1 Interest (other than the Closing DateClass MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”). Middle-Tier REMIC 1 shall hold as assets the Depositor will acquire several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Stack II Certificates from the Securities Administrator Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to (other than any Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Stack II CertificatesClass 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (each, a “Lower-Tier REMIC 1 Regular Interest”). The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table sets forth the designations, principal balances, and delivery interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the Stack II Agreement to provide for 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.“Lower-Tier REMIC 1 Regular Interests”): LT1-A (5) (1) LT1-F1 $ 2,851,750.34 (2) LT1-V1 $ 2,851,750.34 (3) LT1-F2 $ 3,079,559.78 (2) LT1-V2 $ 3,079,559.78 (3) LT1-F3 $ 3,298,151.39 (2) LT1-V3 $ 3,298,151.39 (3) LT1-F4 $ 3,508,190.47 (2) LT1-V4 $ 3,508,190.47 (3) LT1-F5 $ 3,707,154.81 (2) LT1-V5 $ 3,707,154.81 (3) LT1-F6 $ 3,892,871.24 (2) LT1-V6 $ 3,892,871.24 (3) LT1-F7 $ 4,058,172.96 (2) LT1-V7 $ 4,058,172.96 (3) LT1-F8 $ 4,210,491.83 (2) LT1-V8 $ 4,210,491.83 (3) LT1-F9 $ 4,284,738.19 (2) LT1-V9 $ 4,284,738.19 (3) LT1-F10 $ 4,318,029.35 (2) LT1-V10 $ 4,318,029.35 (3) LT1-F11 $ 4,288,751.06 (2) LT1-V11 $ 4,288,751.06 (3) LT1-F12 $ 4,186,129.16 (2) LT1-V12 $ 4,186,129.16 (3) LT1-F13 $ 4,085,084.54 (2) LT1-V13 $ 4,085,084.54 (3) LT1-F14 $ 3,986,467.32 (2) LT1-V14 $ 3,986,467.32 (3) LT1-F15 $ 3,890,219.40 (2) LT1-V15 $ 3,890,219.40 (3) LT1-F16 $ 3,796,284.05 (2) LT1-V16 $ 3,796,284.05 (3) LT1-F17 $ 3,704,605.93 (2) LT1-V17 $ 3,704,605.93 (3) LT1-F18 $ 3,615,130.95 (2) LT1-V18 $ 3,615,130.95 (3) LT1-F19 $ 3,527,806.40 (2) LT1-V19 $ 3,527,806.40 (3) LT1-F20 $ 3,442,580.74 (2) LT1-V20 $ 3,442,580.74 (3) LT1-F21 $ 3,359,403.75 (2) LT1-V21 $ 3,359,403.75 (3) LT1-F22 $ 3,278,226.33 (2) LT1-V22 $ 3,278,226.33 (3) LT1-F23 $ 5,100,882.10 (2) LT1-V23 $ 5,100,882.10 (3) LT1-F24 $ 5,088,376.51 (2) LT1-V24 $ 5,088,376.51 (3) LT1-F25 $ 4,965,373.38 (2) LT1-V25 $ 4,965,373.38 (3) LT1-F26 $ 4,845,328.34 (2) LT1-V26 $ 4,845,328.34 (3) LT1-F27 $ 4,728,170.52 (2) LT1-V27 $ 4,728,170.52 (3) LT1-F28 $ 4,613,830.76 (2) LT1-V28 $ 4,613,830.76 (3) LT1-F29 $ 4,502,241.50 (2) LT1-V29 $ 4,502,241.50 (3) LT1-F30 $ 4,393,336.87 (2) LT1-V30 $ 4,393,336.87 (3) LT1-F31 $ 4,287,052.52 (2) LT1-V31 $ 4,287,052.52 (3) LT1-F32 $ 3,345,448.76 (2) LT1-V32 $ 3,345,448.76 (3) LT1-F33 $ 1,843,270.23 (2) LT1-V33 $ 1,843,270.23 (3) LT1-F34 $ 1,798,659.64 (2) LT1-V34 $ 1,798,659.64 (3) LT1-F35 $ 1,755,122.80 (2) LT1-V35 $ 1,755,122.80 (3) LT1-F36 $ 1,712,633.99 (2) LT1-V36 $ 1,712,633.99 (3) LT1-F37 $ 300,078.34 (2) LT1-V37 $ 300,078.34 (3) LT1-F38 $ 1,191,629.78 (2) LT1-V38 $ 1,191,629.78 (3) LT1-F39 $ 1,159,283.27 (2) LT1-V39 $ 1,159,283.27 (3) LT1-F40 $ 1,127,753.16 (2) LT1-V40 $ 1,127,753.16 (3) LT1-F41 $ 1,097,019.47 (2) LT1-V41 $ 1,097,019.47 (3) LT1-F42 $ 1,067,062.71 (2) LT1-V42 $ 1,067,062.71 (3) LT1-F43 $ 1,037,863.84 (2) LT1-V43 $ 1,037,863.84 (3) LT1-F44 $ 1,009,404.30 (2) LT1-V44 $ 1,009,404.30 (3) LT1-F45 $ 981,665.98 (2) LT1-V45 $ 981,665.98 (3) LT1-F46 $ 954,631.18 (2) LT1-V46 $ 954,631.18 (3) LT1-F47 $ 928,282.67 (2) LT1-V47 $ 928,282.67 (3) LT1-F48 $ 704,297.50 (2) LT1-V48 $ 704,297.50 (3) 1-LT-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising [ ] real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “[ ] REMIC [ ]” and the other “[ ] REMIC [ ]”). Each Certificate related property being conveyed by the Depositor to the Trustee under Aggregate Pool, other than the Stack II Agreement on behalf Class [ ] Certificate, shall represent ownership of a regular interest in [ ] REMIC [ ] for purposes of the Issuing Entity for inclusion REMIC Provisions. The Class [ ] Certificate represents ownership of the sole class of residual interest in the Trust Fund[ ] REMIC. On The [ ] REMIC shall hold as assets the Closing Date, several classes of uncertificated Lower-Tier Interests in [ ] REMIC [ ] (other than the Depositor will acquire the Stack II Certificates from the Securities Administrator Class [ ] Interest). [ ] REMIC [ ] shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to [ ] Interest the Stack II CertificatesAggregate Pool (except for any related Excluded Trust Property). The Depositor has duly authorized the execution and delivery uncertificated Class Interest represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificatesresidual interest in [ ] REMIC [ ]. The terms latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The [ ] REMIC [ ] Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: REMIC [ ] Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (3) (3) [ ]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer, the Trust Oversight Manager and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related property being conveyed by than the Depositor to Class A-R Certificate, shall represent ownership of one or more regular interests in the Trustee under the Stack II Agreement on behalf Upper-Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Trust Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in the Lower-Tier REMIC (other than the Class LT-R Interest) and the Class A-R Reserve Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator The Lower-Tier REMIC shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to (except for any Excluded Trust Property and the Stack II CertificatesClass A-R Reserve Fund). Each Lower-Tier REMIC Interest (other than the Class LT-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC (each, a “Lower-Tier REMIC Regular Interest”). The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier REMIC Regular Interests shall have the initial principal amounts and conditions relating to the issuance of the Stack II Certificates are pass-through rates as set forth in the Stack II Agreement.following table: REMIC Interests Initial Principal Amount Pass-Through Rate Corresponding Class of Certificates LT-A1A (1) (2) A-1-A LT-A1B (1) (2) A-1-B

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Reserve Fund, (ii) the Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC as described in note 8 of the Issuing Entity table below for inclusion in such REMIC. In addition, each Certificate, other than the Trust FundClass R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the other related REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized following table sets forth (or describes) the execution Class designation, interest rate, and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementREMIC 1 Lower Tier Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates, the Certificate Insurer and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Class M1 Reserve Fund, (ii) the Class M1 Cap Agreement, (iii) the Class X Cap and at (iv) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2” and “REMIC 3;” REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate and Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 12 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Class M1 Reserve Fund, the Class M1 Cap Agreement, the Class X Cap and the rights and obligations with respect to the Stack II Certificatespayment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms following table sets forth (or describes) the Class designation, interest rate, and conditions relating to the issuance initial principal amount for each Class of the Stack II Certificates are set forth in the Stack II Agreement.REMIC 1 Lower Tier Interests. Class LT1-1A-IO (1) $ 51,944,531.00 Class LT1-2A-IO (1) $ 24,605,305.00 Class LT1-3A-IO (1) $ 8,201,768.00 Class LT1-4A-IO (1) $ 10,935,690.00 Class LT1-Pool (1) $177,704,977.14 Class LT1-R (2) (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as consideration for the Depositor's transfer comprising two real estate mortgage investment conduits (each, a “REMIC”). There shall be a REMIC related to the Issuing Entity Aggregate Pool: Lower-Tier REMIC 1 and there shall be a single upper-tier REMIC: the Upper-Tier REMIC. Each Certificate, other than the Residual Certificates, shall represent ownership of a regular interest in the Upper-Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions. Lower-Tier REMIC 1 shall hold the other related property constituting that portion assets of the Trust Fund relating related to the Stack II CertificatesAggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest. The Depositor has duly authorized Upper-Tier REMIC shall hold the execution and delivery uncertificated REMIC regular interests issued by Lower-Tier REMIC 1. Each of the Stack II Agreement to provide for Certificates (other than the conveyance to Class A-R Certificate) represent ownership of regular interests in the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesUpper-Tier REMIC. The terms Upper-Tier REMIC shall also issue the Class A-R Certificate, which is hereby designated as the sole residual interest in the Upper-Tier REMIC. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the date three years following the Latest Possible Maturity Date. The Lower Tier Interests in Lower-Tier REMIC 1 shall have the class designations, initial principal amounts, interest rates and conditions relating to the issuance corresponding Pool, Subgroup or Class of the Stack II Certificates are as set forth in the Stack II Agreement.following table: Class Designation Initial Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT1-SG1-A (0.9% of SP Subgroup 1-1) (1) 5.50% 1-1 LT1-SG1-B (0.1% of SP Subgroup 1-1) (1) 5.50% 1-1 LT1-SG1-C (Excess of Subgroup 1-1) (1) 5.50% 1-1 LT1-SG2-A (0.9% of SP Subgroup 1-2) (1) 6.00% 1-2 LT1-SG2-B (0.1% of SP Subgroup 1-2) (1) 6.00% 1-2 LT1-SG3-A (0.9% of SP Subgroup 1-3) (1) (4) 1-3 LT1-SG3-B (0.1% of SP Subgroup 1-3) (1) (4) 1-3 LT1-SG3-C (Excess of Subgroup 1-3) (1) (4) 1-3 LT1-SG4-A (0.9% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-B (0.1% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-C (Excess of Subgroup 2-1) (1) (4) 2-1 LT1-SG5-A (0.9% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-B (0.1% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-C (Excess of Subgroup 2-2) (1) 6.00% 2-2 LT1-SG6-A (0.9% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-B (0.1% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-C (Excess of Subgroup 2-3) (1) (4) 2-3 LT1-A-P (3) (4) A-P LT1-A-X (2) (4) A-X LT-R-1 (5) (5) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller") and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans) and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, Trustee and the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and the Class 2-A5 Certificate Insurer. The Depositor, the Trustee, Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting shall elect that portion of the Trust Fund relating to be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the Stack II Certificatesalternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). 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. The Depositor has duly authorized the execution and delivery Class R Certificate represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of residual interest in each of the Stack II Mortgage Loans Lower Tier REMIC and the other related property constituting that portion Upper Tier REMIC for purposes of the Trust Fund relating to the Stack II CertificatesREMIC Provisions. The terms and conditions relating to Upper Tier REMIC shall hold as assets the issuance several classes of uncertificated Lower Tier Interests, other than the Stack II Certificates are Class LTR Interest, set forth out below. Each such Lower Tier Interest, other than the Class LTR Interest, is hereby designated as a regular interest in the Stack II Agreement.Lower Tier REMIC. Corresponding Class Lower Tier Certificate Initial Class of Certificates Class Designation Interest Rate Principal Amount (or Components) ----------- ------------- ---------------- --------------- Class LT1-A1 9.50% $103,000,000 Class 1-A1 (1) Class 1-A2 Class LT1-A3 9.50% 108,500,000 Class 1-A3 (2) Class 1-A4 Class LT1-A5 9.50% 3,955,000 Class 1-A5 (3) Class 1-A6 Class LT1-A7 9.50% 46,400,000 Class 1-A7 (4) Class 1-A8 Class LT1-AP 0.00% 3,840,569 Class 1-AP Class LT2-A1 8.25% 59,640,000 Class 2-A1 (5) Class 2-A2 Class LT2-A3 8.25% 90,000,000 Class 2-A3 (6) Class 2-A4 Class LT2-A5 8.25% 25,000,000 Class 2-A5 Class LT2-A6 8.25% 34,000,000 Class 2-A6 (7) Class 2-A7 Class LT2-AP 0.00% 1,371,539 Class 2-AP Class LT3-A1 8.25% 74,836,000 Class 3-A1 Class LT3-AP 0.00% 716,219 Class 3-AP Class LT3-AX 8.25% (8) Class 3-AX Class LT4-A1 8.25% 44,963,000 Class 4-A1 Class LT4-AP 0.00% 153,481 Class 4-AP Class LTB1(1) 9.50% 8,759,000 B1(1) Component (9) B1(X1) Component Class LTB1(2) 9.50% 6,418,000 B1(2) Component (10) B1(X2) Component Class LTB1(3) 8.25% 2,578,000 B1(3) Component Class LTB1(4) 8.25% 2,028,000 B1(4) Component Class LTB2(1) 9.50% 6,570,000 B2(1) Component Class LTB2(2) 8.25% 3,491,000 B2(2) Component Class LTB2(3) 8.25% 475,000 B2(3) Component Class LTB2(4) 8.25% 1,268,000 B2(4) Component Class LTB3(1) 9.50% 4,671,000 B3(1) Component Class LTB3(2) 8.25% 1,690,000 B3(2) Component Class LTB3(3) 8.25% 238,000 B3(3) Component Class LTB3(4) 8.25% 760,000 B3(4) Component Class LTB4(1) 9.50% 2,336,000 B4(1) Component Class LTB4(2) 8.25% 1,351,000 B4(2) Component Class LTB4(3) 8.25% 199,000 B4(3) Component Class LTB4(4) 8.25% 507,000 B4(4) Component Class LTB5(1) 9.50% 1,898,000 B5(1) Component Class LTB5(2) 8.25% 1,126,000 B5(2) Component Class LTB5(3) 8.25% 119,000 B5(3) Component Class LTB5(4) 8.25% 507,000 B5(4) Component Class LTB6(1) 9.50% 2,044,221 B6(1) Component Class LTB6(2) 8.25% 1,126,645 B6(2) Component Class LTB6(3) 8.25% 159,104 B6(3) Component Class LTB6(4) 8.25% 507,316 B6(4) Component Class LTR (11) (11) Class R Class LT1-Q 9.50% 100 Class R

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

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

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Cap Counterparty and the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the right to receive FPD Premiums and PPTL Premiums, (vii) the obligation to pay Class I Shortfalls, (viii) the Interest Rate Cap Agreement, (ix) the Interest Rate Cap Account (x) the Collateral Account, (xi) the Final Maturity Reserve Trust, and (xii) the Final Maturity Reserve Trust Account (collectively, the Depositor has acquired “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans from Code (each a “REMIC” or, in the Seller alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and at “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. Each Class of Certificates (other than the Class X Certificates) represents the right to receive payments in respect of the Final Maturity Reserve Account. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date 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 owner Latest Possible Maturity Date. REMIC 1 shall issue one uncertificated interest in respect of the Stack II each Mortgage Loans and the other related property being conveyed Loan held by the Depositor to the Trustee under the Stack II Agreement Trust Fund on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the Depositor will acquire “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Stack II Certificates from Class LT-R Certificate, which shall represent the Securities Administrator as consideration for the Depositor's transfer sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Issuing Entity Scheduled Principal Balance of the Stack II Mortgage Loans Loan to which it relates and shall bear interest at a per annum rate equal to the other related property constituting that portion Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund relating for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Stack II CertificatesMortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. The Depositor has duly authorized following table sets forth the execution designations, principal balances and delivery interest rates for each interest in REMIC 2, each of which (other than the Stack II Agreement to provide for Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 2 (the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.“REMIC 2 Regular Interests”): LT2-A $ 29,923,737.00 (1) LT2-F1 $ 9,222,500.00 (2) LT2-V1 $ 9,222,500.00 (3) LT2-F2 $ 8,950,000.00 (2) LT2-V2 $ 8,950,000.00 (3) LT2-F3 $ 8,686,000.00 (2) LT2-V3 $ 8,686,000.00 (3) LT2-F4 $ 8,429,000.00 (2) LT2-V4 $ 8,429,000.00 (3) LT2-F5 $ 8,180,500.00 (2) LT2-V5 $ 8,180,500.00 (3) LT2-F6 $ 7,938,000.00 (2) LT2-V6 $ 7,938,000.00 (3) LT2-F7 $ 7,704,000.00 (2) LT2-V7 $ 7,704,000.00 (3) LT2-F8 $ 7,476,500.00 (2) LT2-V8 $ 7,476,500.00 (3) LT2-F9 $ 7,255,000.00 (2) LT2-V9 $ 7,255,000.00 (3) LT2-F10 $ 7,041,000.00 (2) LT2-V10 $ 7,041,000.00 (3) LT2-F11 $ 6,863,500.00 (2) LT2-V11 $ 6,863,500.00 (3) LT2-F12 $ 8,506,000.00 (2) LT2-V12 $ 8,506,000.00 (3) LT2-F13 $ 8,441,000.00 (2) LT2-V13 $ 8,441,000.00 (3) LT2-F14 $ 8,345,000.00 (2) LT2-V14 $ 8,345,000.00 (3) LT2-F15 $ 8,281,000.00 (2) LT2-V15 $ 8,281,000.00 (3) LT2-F16 $ 8,120,000.00 (2) LT2-V16 $ 8,120,000.00 (3) LT2-F17 $ 8,024,500.00 (2) LT2-V17 $ 8,024,500.00 (3) LT2-F18 $ 7,863,500.00 (2) LT2-V18 $ 7,863,500.00 (3) LT2-F19 $ 7,735,500.00 (2) LT2-V19 $ 7,735,500.00 (3) LT2-F20 $ 7,574,500.00 (2) LT2-V20 $ 7,574,500.00 (3) LT2-F21 $ 7,382,500.00 (2) LT2-V21 $ 7,382,500.00 (3) LT2-F22 $ 7,189,500.00 (2) LT2-V22 $ 7,189,500.00 (3) LT2-F23 $ 24,842,000.00 (2) LT2-V23 $ 24,842,000.00 (3) LT2-F24 $ 13,352,500.00 (2) LT2-V24 $ 13,352,500.00 (3) LT2-F25 $ 11,650,500.00 (2) LT2-V25 $ 11,650,500.00 (3) LT2-F26 $ 8,859,000.00 (2) LT2-V26 $ 8,859,000.00 (3) LT2-F27 $ 6,932,500.00 (2) LT2-V27 $ 6,932,500.00 (3) LT2-F28 $ 5,488,500.00 (2) LT2-V28 $ 5,488,500.00 (3) LT2-F29 $ 4,397,500.00 (2) LT2-V29 $ 4,397,500.00 (3) LT2-F30 $ 3,594,500.00 (2) LT2-V30 $ 3,594,500.00 (3) LT2-F31 $ 2,920,500.00 (2) LT2-V31 $ 2,920,500.00 (3) LT2-F32 $ 2,407,500.00 (2) LT2-V32 $ 2,407,500.00 (3) LT2-F33 $ 2,279,000.00 (2) LT2-V33 $ 2,279,000.00 (3) LT2-F34 $ 2,150,500.00 (2) LT2-V34 $ 2,150,500.00 (3) LT2-F35 $ 2,054,000.00 (2) LT2-V35 $ 2,054,000.00 (3) LT2-F36 $ 1,958,000.00 (2) LT2-V36 $ 1,958,000.00 (3) LT2-F37 $ 1,861,500.00 (2) LT2-V37 $ 1,861,500.00 (3) LT2-F38 $ 1,765,000.00 (2) LT2-V38 $ 1,765,000.00 (3) LT2-F39 $ 1,701,000.00 (2) LT2-V39 $ 1,701,000.00 (3) LT2-F40 $ 1,573,000.00 (2) LT2-V40 $ 1,573,000.00 (3) LT2-F41 $ 1,540,500.00 (2) LT2-V41 $ 1,540,500.00 (3) LT2-F42 $ 1,444,500.00 (2) LT2-V42 $ 1,444,500.00 (3) LT2-F43 $ 1,380,000.00 (2) LT2-V43 $ 1,380,000.00 (3) LT2-F44 $ 1,316,000.00 (2) LT2-V44 $ 1,316,000.00 (3) LT2-F45 $ 1,219,500.00 (2) LT2-V45 $ 1,219,500.00 (3) LT2-F46 $ 1,188,000.00 (2) LT2-V46 $ 1,188,000.00 (3) LT2-F47 $ 1,123,000.00 (2) LT2-V47 $ 1,123,000.00 (3) LT2-F48 $ 1,091,500.00 (2) LT2-V48 $ 1,091,500.00 (3) LT2-F49 $ 995,000.00 (2) LT2-V49 $ 995,000.00 (3) LT2-F50 $ 963,000.00 (2) LT2-V50 $ 963,000.00 (3) LT2-F51 $ 930,500.00 (2) LT2-V51 $ 930,500.00 (3) LT2-F52 $ 867,000.00 (2) LT2-V52 $ 867,000.00 (3) LT2-F53 $ 834,000.00 (2) LT2-V53 $ 834,000.00 (3) LT2-F54 $ 802,500.00 (2) LT2-V54 $ 802,500.00 (3) LT2-F55 $ 738,500.00 (2) LT2-V55 $ 738,500.00 (3) LT2-F56 $ 738,000.00 (2) LT2-V56 $ 738,000.00 (3) LT2-F57 $ 674,000.00 (2) LT2-V57 $ 674,000.00 (3) LT2-F58 $ 642,000.00 (2) LT2-V58 $ 642,000.00 (3) LT2-F59 $ 626,000.00 (2) LT2-V59 $ 626,000.00 (3) LT2-F60 $ 587,000.00 (2) LT2-V60 $ 587,000.00 (3) LT2-F61 $ 558,500.00 (2) LT2-V61 $ 558,500.00 (3) LT2-F62 $ 530,500.00 (2) LT2-V62 $ 530,500.00 (3) LT2-F63 $ 504,500.00 (2) LT2-V63 $ 504,500.00 (3) LT2-F64 $ 480,000.00 (2) LT2-V64 $ 480,000.00 (3) LT2-F65 $ 456,000.00 (2) LT2-V65 $ 456,000.00 (3) LT2-F66 $ 433,500.00 (2) LT2-V66 $ 433,500.00 (3) LT2-F67 $ 412,000.00 (2) LT2-V67 $ 412,000.00 (3) LT2-F68 $ 391,500.00 (2) LT2-V68 $ 391,500.00 (3) LT2-F69 $ 372,500.00 (2) LT2-V69 $ 372,500.00 (3) LT2-F70 $ 354,000.00 (2) LT2-V70 $ 354,000.00 (3) LT2-F71 $ 6,811,500.00 (2) LT2-V71 $ 6,811,500.00 (3) LT2-I (4) (4) LT2-R (5) (5)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as consideration comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”, the “Middle-Tier REMIC” and the “Upper-Tier REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Middle-Tier and Upper-Tier REMICs created hereunder. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other related than the Class MT-R Interest). The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (other than the Class LT-R Interests). The Lower-Tier REMIC shall hold as assets all property constituting that portion of the Trust Fund relating to other than the Stack II Certificatesinterests in another REMIC formed hereby. Each Middle-Tier Interest (other than the Class MT-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC. Each Lower-Tier Interest (other than the Class LT-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of date three years following the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Basis Risk Reserve Fund, (ii) the Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2” and “REMIC 3”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class CX, Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC as described in note 13 of the Issuing Entity table below for inclusion in such REMIC. In addition, each Certificate, other than the Trust FundClass CX, Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls pursuant to Section 5.06. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1, REMIC 2 and REMIC 3 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2 other related than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1 other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized following table sets forth (or describes) the execution Class designation, interest rate, and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity REMIC 1 Lower Tier Interests. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.LT1-A1 (1) $81,689,400.00 A1 LT1-A2 (1) $ 9,076,600.00 A2 LT1-M1 (1) $ 4,045,000.00 M1 LT1-M2 (1) $ 615,000.00 M2 LT1-M3 (1) $ 1,313,900.00 M3 LT1-M4 (1) $ 616,100.00 M4 LT1-M5 (1) $ 818,100.00 M5 LT1-M6 (1) $ 261,900.00 M6 LT1-M7 (1) $ 480,000.00 ▇▇ ▇▇▇-▇▇▇▇-▇ (1) (2) N/A LT1-Pool-2 (1) (3) N/A LT1-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and certain other assets and will be the other related property constituting that portion owner of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithThe Certificates issued hereunder, other than the Junior Subordinate Certificates and Class P Certificates, have been offered for sale pursuant to a Prospectus, dated [___________], 2006, and a Prospectus Supplement, dated [___________], 2006 of the Depositor (together, the Depositor has acquired “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated [___________], 2006. The Trust Fund created hereunder is intended to be the Stack II Mortgage Loans from “Trust” as described in the Seller Prospectus and at the Closing Date is Certificates are intended to be the owner “Certificates” described therein. As provided herein, the Trustee will make an election to treat the segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes and such segregated pool of assets will be designated as “REMIC I”. The REMIC I Regular Interests will be the “regular interests” in REMIC I and Component R-1 of the Stack II Mortgage Loans and Class R Certificates will represent the other related property being conveyed by sole Class of “residual interests” in REMIC I for purposes of the Depositor to the Trustee REMIC Provisions (as defined herein) under the Stack II Agreement on behalf federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Issuing Entity for inclusion in the Trust FundREMIC I Regular Interests. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity None of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesREMIC I Regular Interests will be certificated. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.LT-IA1 (2) $ LT-IA3 (2) $ LT-IA4 (2) $ LT-IA5 (2) $ LT-IA7 (2) $ LT-IA8 (2) $ LT-IAPO 0.00% $ LT-IIA1 (2) $ LT-IIA2 (2) $ LT-IIA3 (2) $ LT-IIA4 (2) $ LT-IIAPO 0.00% $ LT-M (2) $ LT-B1 (2) $ LT-B2 (2) $ LT-B3 (2) $ LT-B4 (2) $ LT-B5 (2) $ LT-P1 0.00% $ LT-P2 0.00% $ LT-R (2) $ _________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1” and the other “Upper-Tier REMIC 1”). Each Certificate related property being conveyed by the Depositor to the Trustee under Aggregate Pool, other than the Stack II Agreement on behalf Class A R Certificate, shall represent ownership of a regular interest in Upper-Tier REMIC 1 for purposes of the Issuing Entity for inclusion REMIC Provisions. The Class A R Certificate represents ownership of the sole class of residual interest in the Trust FundUpper-Tier REMIC. On The Upper-Tier REMIC shall hold as assets the Closing Date, several classes of uncertificated Lower-Tier Interests in Lower-Tier REMIC 1 (other than the Depositor will acquire the Stack II Certificates from the Securities Administrator Class LT1-A-R Interest). Lower-Tier REMIC 1 shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to the Stack II CertificatesAggregate Pool (except for any related Excluded Trust Property). The Depositor has duly authorized the execution and delivery uncertificated Class LT1-A-R Interest represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificatesresidual interest in Lower-Tier REMIC 1. The terms latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 LT1-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, elections shall be made in accordance with the provisions of Section 10.01 that the Trust Fund (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums) be treated for federal income tax purposes as comprising nine real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the Depositor has acquired “SWAP REMIC,” “REMIC I-1,” “REMIC I-2,” “REMIC I-3,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC III-1” and “REMIC III-2”). Each Group I Certificate and the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Class X Certificate represents ownership of one or more regular interests in REMIC I-3 for purposes of the Stack REMIC Provisions. In addition, each Group I Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class I Shortfalls. In addition, the Class X Certificates represent the right to receive FPD Premiums with respect to Pool 1. The Class R-I Certificate represents ownership of the sole Class of residual interest in each of the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC I-3 for purposes of the REMIC Provisions. Each Group II Mortgage Loans Certificate (other than the Class R-II Certificate) represents ownership of regular interests in REMIC II-3 for purposes of the REMIC Provisions. In addition, the Class 3-AX Certificates represent the right to receive FPD Premiums with respect to Pool 3. The Class R-II Certificate represents ownership of the sole Class of residual interest in each of REMIC II-1, REMIC II-2 and REMIC II-3. Each Group III Certificate (other than the Class R-III Certificate) represents ownership of regular interests in REMIC III-2 for purposes of the REMIC Provisions. In addition, the Class 4-AX Certificates represent the right to receive FPD Premiums with respect to Pool 4. The Class R-III Certificate represents ownership of the sole Class of residual interest in each of REMIC III-1 and REMIC III-2. REMIC I-3 shall hold as its assets the classes of REMIC I-2 Regular Interests and the other related property being conveyed by REMIC I-2 Regular Interests are hereby designated as regular interests in REMIC I-2. REMIC I-2 shall hold as its assets the Depositor to classes of REMIC I-1 Regular Interests and the Trustee under REMIC I-1 Regular Interests are hereby designated as regular interests in REMIC I-1. REMIC I-1 shall hold as its assets the Stack II Agreement on behalf classes of SWAP REMIC Regular Interests and the Issuing Entity for inclusion SWAP REMIC Regular Interests are hereby designated as regular interests in the Trust FundSWAP REMIC. On The SWAP REMIC shall hold as its assets the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating related to Pool 1 other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Stack II CertificatesClass P Certificates and the Class P Reserve Funds, (vi) the Funding Account and the 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums. The Depositor has duly authorized following table sets forth (or describes) the execution Class designations, interest rate and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.SWAP REMIC Interests: Class Designation Initial Principal Balance Interest Rate SW-Z $15,433,580.220 (1) SW2A $7,403,217.000 (2) SW2B $7,403,217.000 (3) SW3A $7,141,771.000 (2) SW3B $7,141,771.000 (3) SW4A $6,889,555.500 (2) SW4B $6,889,555.500 (3) SW5A $6,646,245.000 (2) SW5B $6,646,245.000 (3) SW6A $6,411,525.500 (2) SW6B $6,411,525.500 (3) SW7A $6,185,093.000 (2) SW7B $6,185,093.000 (3) SW8A $5,966,655.000 (2) SW8B $5,966,655.000 (3) SW9A $5,755,930.500 (2) SW9B $5,755,930.500 (3) SW10A $5,552,645.500 (2) SW10B $5,552,645.500 (3) SW11A $5,489,764.500 (2) SW11B $5,489,764.500 (3) SW12A $5,162,474.500 (2) SW12B $5,162,474.500 (3) SW13A $5,884,195.000 (2) SW13B $5,884,195.000 (3) SW14A $5,638,631.500 (2) SW14B $5,638,631.500 (3) SW15A $5,403,315.500 (2) SW15B $5,403,315.500 (3) SW16A $5,267,367.500 (2) SW16B $5,267,367.500 (3) SW17A $4,957,955.500 (2) SW17B $4,957,955.500 (3) SW18A $4,751,041.000 (2) SW18B $4,751,041.000 (3) SW19A $4,697,512.000 (2) SW19B $4,697,512.000 (3) SW20A $4,356,721.000 (2) SW20B $4,356,721.000 (3) SW21A $4,174,894.000 (2) SW21B $4,174,894.000 (3) SW22A $4,030,379.000 (2) SW22B $4,030,379.000 (3) SW23A $4,067,156.000 (2) SW23B $4,067,156.000 (3) SW24A $3,662,613.500 (2) SW24B $3,662,613.500 (3) SW25A $4,091,816.500 (2) SW25B $4,091,816.500 (3) SW26A $3,892,707.500 (2) SW26B $3,892,707.500 (3) SW27A $3,750,272.000 (2) SW27B $3,750,272.000 (3) SW28A $3,520,795.500 (2) SW28B $3,520,795.500 (3) SW29A $3,349,468.000 (2) SW29B $3,349,468.000 (3) SW30A $3,224,622.000 (2) SW30B $3,224,622.000 (3) SW31A $3,029,561.000 (2) SW31B $3,029,561.000 (3) SW32A $2,882,134.500 (2) SW32B $2,882,134.500 (3) SW33A $3,225,297.500 (2) SW33B $3,225,297.500 (3) SW34A $5,014,816.500 (2) SW34B $5,014,816.500 (3) SW35A $4,062,001.000 (2) SW35B $4,062,001.000 (3) SW36A $2,352,821.000 (2) SW36B $2,352,821.000 (3) SW37A $2,028,460.000 (2) SW37B $2,028,460.000 (3) SW38A $1,929,754.500 (2) SW38B $1,929,754.500 (3) SW39A $1,835,850.500 (2) SW39B $1,835,850.500 (3) SW40A $1,746,515.500 (2) SW40B $1,746,515.500 (3) SW41A $1,661,527.500 (2) SW41B $1,661,527.500 (3) SW42A $1,580,674.000 (2) SW42B $1,580,674.000 (3) SW43A $1,503,754.500 (2) SW43B $1,503,754.500 (3) SW44A $1,430,577.500 (2) SW44B $1,430,577.500 (3) SW45A $1,360,961.500 (2) SW45B $1,360,961.500 (3) SW46A $1,294,732.500 (2) SW46B $1,294,732.500 (3) SW47A $1,318,734.500 (2) SW47B $1,318,734.500 (3) SW48A $1,167,429.500 (2) SW48B $1,167,429.500 (3) SW49A $1,110,622.500 (2) SW49B $1,110,622.500 (3) SW50A $1,056,578.500 (2) SW50B $1,056,578.500 (3) SW51A $1,005,165.000 (2) SW51B $1,005,165.000 (3) SW52A $982,398.500 (2) SW52B $982,398.500 (3) SW53A $958,354.000 (2) SW53B $958,354.000 (3) SW54A $861,816.000 (2) SW54B $861,816.000 (3) SW55A $819,878.500 (2) SW55B $819,878.500 (3) SW56A $854,711.000 (2) SW56B $854,711.000 (3) SW57A $1,129,931.500 (2) SW57B $1,129,931.500 (3) SW58A $14,040,610.000 (2) SW58B $14,040,610.000 (3) SW-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Seller desires to sell to Purchaser from time to time all of Seller’s beneficial right, title and interest in and to designated pools of fully amortizing first lien residential Mortgage Loans eligible in the aggregate to back Securities, and the servicing rights relating thereto, with the terms described in related Takeout Commitments, each in the form of a 100% undivided beneficial ownership interest evidenced by a Participation Certificate. Purchaser desires and may, in its sole discretion, purchase such Participation Certificates from Seller in accordance with the terms and conditions set forth in this Agreement. Seller, subject to the terms hereof, will cause (a) the Related Mortgage Loans to back a Security issued by Seller and at guaranteed by the Closing Date is Applicable Agency, and (b) Delivery of such Security by the owner of Applicable Agency to Purchaser or its designee in exchange for the Related Participation Certificate, which Security will be purchased by a Takeout Investor. Purchaser’s willingness to purchase any Participation Certificate evidencing a beneficial interest in the Related Mortgage Loans and the other servicing rights related property being conveyed by thereto is at the Depositor sole discretion of Purchaser and based on Purchaser’s expectation, in reliance upon Seller’s representations and warranties herein, that (a) such Mortgage Loans in the aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security, (b) such Mortgage Loans are sufficient for Seller to issue and the Trustee hereunder Applicable Agency to guarantee the Security, (c) such Security will be issued in the amount and with the terms described in the related Takeout Commitment, (d) Purchaser’s broker-dealer affiliate, Barclays Capital Inc. (“BCI”) will receive Delivery of such Security on the specified Anticipated Delivery Date on behalf of Purchaser, and (e) such Security will be purchased by the Issuing Entity for inclusion in the Trust Fundrelated Takeout Investor. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The amount of the Mortgage Loans Purchase Price and the other related property constituting that portion of the Trust Fund relating Completion Fee to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement be paid by Purchaser to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer herein with respect to each Participation Certificate will be calculated on the expectation of Purchaser, based upon the representations and warranties of Seller herein, that Purchaser or BCI, on behalf of Purchaser, will receive Delivery of the Security to be backed by the Related Mortgage Loans on the specified Anticipated Delivery Date, that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the other Related Mortgage Loans considered as a whole and that the related property constituting Takeout Investor will purchase the portion Security from Purchaser or BCI, on behalf of Purchaser. During the period from the purchase of a Participation Certificate to Delivery of the Trust Fund relating related Security, Purchaser expects to rely entirely upon Seller (or its designated subservicer) to subservice the Certificates are Related Mortgage Loans for the benefit of Purchaser, it being acknowledged that the Holders from time to time continued effectiveness of Seller’s (or such subservicer’s) Approvals during such period constitutes an essential factor in the calculation by Agent of the Certificates. The Depositor, the Trustee, the Securities Administrator Purchase Price and the Master Servicer are entering into this Agreement, Completion Fee paid to Seller for the Related Participation Certificate and that loss of such Approvals by Seller would result in a material decrease in the market value of the Participation Certificate and the Trustee on behalf Related Mortgage Loans considered as a whole. In consideration of the Issuing Entity is accepting the Trust Fund created hereby, for good mutual promises and valuable consideration, agreements herein contained the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator parties hereto as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Pre-Funding Accounts, (ii) the Capitalized Interest Account, (iii) the Basis Risk Reserve Fund, and (iv) the Cap Agreements (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, and REMIC 3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 14 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-SIO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1, REMIC 2, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and REMIC 2, and the Excluded Trust Property. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer Trustee are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of the Additional Collateral and assets held in the Basis Risk Reserve Fund) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and the "Upper Tier REMIC," respectively). The Certificates, other than the Class A-R Certificate, shall represent ownership of regular interests in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned for federal income tax purposes by the Closing Date is the owner owners of the Stack II Mortgage Loans Interest-Only Certificates. The Class A-R Certificate represents the sole class of residual interest in the Upper Tier REMIC and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf sole class of the Issuing Entity for inclusion residual interest in the Trust FundLower Tier REMIC. On The Upper Tier REMIC shall hold as its assets the Closing Date, several classes of uncertificated Lower Tier Regular Interests in the Depositor will acquire Lower Tier REMIC. The Lower Tier REMIC shall hold as its assets the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to other than the Stack II Certificates. The Depositor has duly authorized Lower Tier REMIC Interests, the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans Basis Risk Reserve Fund and the Additional Collateral. Each Certificate, other related property constituting that than the Class A-R Certificate, the Class X-B Certificates and the portion of the Trust Fund relating LIBOR Certificates representing the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as a regular interest in the Stack II CertificatesUpper Tier REMIC for purposes of the REMIC Provisions. Each Component, other than any portion thereof deemed to represent the obligation to make payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. Each Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The terms and conditions relating to Class LTR Interest is hereby designated as the issuance sole class of residual interest in the Lower Tier REMIC for purposes of the Stack II Certificates are set forth in the Stack II Agreement.REMIC

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Class 1-A1 Cap Agreement and (iii) the rights to the Issuing Entity of the Stack II Mortgage Loans receive (and the other related property constituting that portion obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC”) designated as REMIC LT-1&2, REMIC LT-3, REMIC UT-1&2, and REMIC UT-3. REMIC LT-1&2 will hold the assets of the Trust Fund relating related to Pool 1 and Pool 2, other than the Stack II Reserve Fund and the Class 1-A1 Cap Agreement, and shall issue several uncertificated interests and each such interest, other than the Class LT-R Interest, is hereby designated as a REMIC regular interest, and the Class LT-R Interest is hereby designated as the sole residual interest in REMIC LT-1&2. REMIC UT-1&2 will hold the several classes of uncertificated interests issued by REMIC LT-1&2, other than the Class LT-R Interest. Each Class of the Group 1 Certificates, the Group 2 Certificates, the Crossed Subordinate Certificates, the Class P Certificates, and the Class X Certificates represent ownership of regular interests in REMIC UT-1&2. The Depositor has duly authorized the execution and delivery Class R Certificate represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of residual interest in REMIC UT-1&2 as well as ownership of the Stack II Mortgage Loans and Class LT-R Interest in REMIC LT-1&2. REMIC LT-3 will hold the other related property constituting that portion assets of the Trust Fund relating related to Pool 3 and shall issue several uncertificated interests and each such interest, other than the Stack II Class 3-LT-R Interest, is hereby designated as a REMIC regular interest, and the Class 3-LT-R Interest is hereby designated as the sole residual interest in REMIC LT-3. REMIC UT-3 will hold the several classes of uncertificated interests issued by REMIC LT-3, other than the Class 3-LT-R Interest. Each Class of the Group 3 Certificates, the Group 3 Subordinate Certificates, the Class 3-P Certificates, and the Class 3-X Certificates represent ownership of regular interests in REMIC UT-3. The terms and conditions relating to the issuance Class 3-R Certificate represents ownership of the Stack II Certificates are set sole class of residual interest in REMIC UT-3 as well as ownership of the Class 3-LT-R Interest in REMIC LT-3. Each of the Group 1 Certificates, the Group 2 Certificates, the Crossed Subordinate Certificates, the Group 3 Certificates, and the Group 3 Subordinate Certificates, in addition to representing ownership of a regular interest in a REMIC, also represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower Tier Interests in the Stack II Agreement.REMIC LT-1&2. Class LT1-A1 (1) $ 34,103,250.00 1-A1 Class LT1-A2A (1) $ 3,750,000.00 1-A2A Class LT1-A2B (1) $ 15,661,250.00 1-A2B Class LT1-A3 (1) $ 6,328,000.00 1-A3 Class LT1-A4A (1) $ 2,500,000.00 1-A4A Class LT1-A4B (1) $ 6,912,000.00 1-A4B Class LT1-A5A (1) $ 2,475,000.00 1-A5A Class LT1-A5B (1) $ 5,220,000.00 1-A5B Class LT2-A1A (1) $ 29,120,500.00 2-A1A Class LT2-A1B (1) $ 3,783,750.00 2-A1B Class LT-M1 (1) $ 2,612,750.00 M1 Class LT-M2 (1) $ 2,032,250.00 M2 Class LT-M3 (1) $ 1,625,750.00 M3 Class LT-Pool 1 PSA (2) $ 81,159,322.70 N/A Class LT-Pool 1 (2) $ 175,409.28 N/A Class LT-Pool 2 PSA (3) $ 34,714,475.51 N/A Class LT-Pool 2 (3) $ 75,426.06 N/A Class LT-Q (1) $ 232,249,400.67 N/A Class LT-R (4) (4) R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Swap Agreement, (ii) the right to receive and at the Closing Date is obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the owner Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the 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 other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms following table sets forth the designations, principal balances and conditions relating to interest rates for each interest in REMIC 1, each of which (other than the issuance of LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the Stack II Certificates are set forth in the Stack II Agreement.“REMIC 1 Regular Interests”): LT1-A $ 8,543,548.36 (1) LT1-F1 $ 4,069,673.00 (2) LT1-V1 $ 4,069,673.00 (3) LT1-F2 $ 3,867,249.00 (2) LT1-V2 $ 3,867,249.00 (3) LT1-F3 $ 3,674,898.00 (2) LT1-V3 $ 3,674,898.00 (3) LT1-F4 $ 3,492,048.50 (2) LT1-V4 $ 3,492,048.50 (3) LT1-F5 $ 3,318,288.50 (2) LT1-V5 $ 3,318,288.50 (3) LT1-F6 $ 3,153,163.50 (2) LT1-V6 $ 3,153,163.50 (3) LT1-F7 $ 2,994,878.00 (2) LT1-V7 $ 2,994,878.00 (3) LT1-F8 $ 2,845,829.50 (2) LT1-V8 $ 2,845,829.50 (3) LT1-F9 $ 2,704,198.50 (2) LT1-V9 $ 2,704,198.50 (3) LT1-F10 $ 2,569,584.00 (2) LT1-V10 $ 2,569,584.00 (3) LT1-F11 $ 2,440,140.00 (2) LT1-V11 $ 2,440,140.00 (3) LT1-F12 $ 2,318,715.50 (2) LT1-V12 $ 2,318,715.50 (3) LT1-F13 $ 2,203,308.00 (2) LT1-V13 $ 2,203,308.00 (3) LT1-F14 $ 2,093,619.50 (2) LT1-V14 $ 2,093,619.50 (3) LT1-F15 $ 1,989,383.50 (2) LT1-V15 $ 1,989,383.50 (3) LT1-F16 $ 1,890,312.50 (2) LT1-V16 $ 1,890,312.50 (3) LT1-F17 $ 1,796,031.00 (2) LT1-V17 $ 1,796,031.00 (3) LT1-F18 $ 1,706,571.00 (2) LT1-V18 $ 1,706,571.00 (3) LT1-F19 $ 1,618,696.00 (2) LT1-V19 $ 1,618,696.00 (3) LT1-F20 $ 1,538,145.50 (2) LT1-V20 $ 1,538,145.50 (3) LT1-F21 $ 1,461,607.50 (2) LT1-V21 $ 1,461,607.50 (3) LT1-F22 $ 1,388,851.00 (2) LT1-V22 $ 1,388,851.00 (3) LT1-F23 $ 1,319,217.00 (2) LT1-V23 $ 1,319,217.00 (3) LT1-F24 $ 1,253,567.00 (2) LT1-V24 $ 1,253,567.00 (3) LT1-F25 $ 1,190,586.50 (2) LT1-V25 $ 1,190,586.50 (3) LT1-F26 $ 1,131,331.00 (2) LT1-V26 $ 1,131,331.00 (3) LT1-F27 $ 1,075,089.00 (2) LT1-V27 $ 1,075,089.00 (3) LT1-F28 $ 1,021,560.00 (2) LT1-V28 $ 1,021,560.00 (3) LT1-F29 $ 970,411.00 (2) LT1-V29 $ 970,411.00 (3) LT1-F30 $ 922,097.00 (2) LT1-V30 $ 922,097.00 (3) LT1-F31 $ 875,478.00 (2) LT1-V31 $ 875,478.00 (3) LT1732 $ 831,894.00 (2) LT1-V32 $ 831,894.00 (3) LT1-F33 $ 790,445.00 (2) LT1-V33 $ 790,445.00 (3) LT1-F34 $ 751,086.50 (2) LT1-V34 $ 751,086.50 (3) LT1-F35 $ 713,393.50 (2) LT1-V35 $ 713,393.50 (3) LT1-F36 $ 677,877.00 (2) LT1-V36 $ 677,877.00 (3) LT1-F37 $ 643,935.00 (2) LT1-V37 $ 643,935.00 (3) LT1-F38 $ 611,866.50 (2) LT1-V38 $ 611,866.50 (3) LT1-F39 $ 581,367.00 (2) LT1-V39 $ 581,367.00 (3) LT1-F40 $ 552,323.50 (2) LT1-V40 $ 552,323.50 (3) LT1-F41 $ 524,771.00 (2) LT1-V41 $ 524,771.00 (3) LT1-F42 $ 498,623.50 (2) LT1-V42 $ 498,623.50 (3) LT1-F43 $ 473,580.00 (2) LT1-V43 $ 473,580.00 (3) LT1-F44 $ 449,982.50 (2) LT1-V44 $ 449,982.50 (3) LT1-F45 $ 427,552.00 (2) LT1-V45 $ 427,552.00 (3) LT1-F46 $ 406,240.50 (2) LT1-V46 $ 406,240.50 (3) LT1-F47 $ 385,895.00 (2) LT1-V47 $ 385,895.00 (3) LT1-F48 $ 366,657.50 (2) LT1-V48 $ 366,657.50 (3) LT1-F49 $ 348,331.00 (2) LT1-V49 $ 348,331.00 (3) LT1-F50 $ 330,960.00 (2) LT1-V50 $ 330,960.00 (3) LT2-F51 $ 314,465.50 (2) LT1-V51 $ 314,465.50 (3) LT1-F52 $ 298,789.00 (2) LT1-V52 $ 298,789.00 (3) LT1-F53 $ 283,874.00 (2) LT1-V53 $ 283,874.00 (3) LT1-F54 $ 269,682.00 (2) LT1-V54 $ 269,682.00 (3) LT1-F55 $ 256,186.50 (2) LT1-V55 $ 256,186.50 (3) LT1-F56 $ 243,397.50 (2) LT1-V56 $ 243,397.50 (3) LT1-F57 $ 231,243.00 (2) LT1-V57 $ 231,243.00 (3) LT1-F58 $ 219,685.00 (2) LT1-V58 $ 219,685.00 (3) LT1-F59 $ 208,701.00 (2) LT1-V59 $ 208,701.00 (3) LT1-F60 $ 3,945,000.50 (2) LT1-V60 $ 3,945,000.50 (3) LT1-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2000-1 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Trust herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans from in Pool I and Pool II listed in the Seller and at Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Collateral Agent, on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing DateIndenture Trustee, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer pursuant to the Issuing Entity Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Stack II Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other related property constituting that portion held or required to be deposited in the Collection Account, the Payment Accounts, the Note Insurance Payment Account, the Pre-Funding Accounts, the Capitalized Interest Accounts and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the Pre-Funding Accounts, which income shall belong to and be for the account of the Trust Fund relating Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Stack II Certificatesend that the interests of the Holders of the Notes may be adequately and effectively protected. The Depositor has duly authorized Indenture Trustee agrees that it will hold the execution Policy in trust and delivery that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Stack II Agreement to provide for Noteholders in accordance with the conveyance terms hereof and the Policy. In addition, the Indenture Trustee agrees that it will acknowledge the Grant on each Subsequent Transfer Date of the related Subsequent Mortgage Loans pursuant to the Issuing Entity terms of the Stack II related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementSale and Servicing Agreement are satisfied on or prior to such Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor Agent has acquired accepted the Mortgage Loans Lease Proposal made by Placement Agent for the lease financing of Properties consisting of approximately seventeen new or existing warehouse storage facilities to be located in several states. As of August 6, 1998, Agent arranged for the Owner to acquire two Land Parcels, one in San Antonio, Texas and one in Houston, Texas ("Houston Parcel") and the Existing Improvements on the San Antonio Land Parcel ('San Antonio Facility") and to maintain and/or operate the Land Parcels as agent for Owner. On such date, Agent caused the Land Parcels and the Existing Improvements to be conveyed to Owner pursuant to the Conveyance Documents. On October 1, 1998, Agent arranged for Owner to acquire the Land Parcel and the Existing Improvements thereon located in Harahan, Louisiana. Prior to the date hereof, Owner conveyed the San Antonio Facility to Agent. Agent, as agent for Owner, desires from time to time to acquire the Seller Existing Facilities and at the Closing Date is the owner New Facilities in each case, as set forth in Article 4 below. Upon acquisition by Owner of the Mortgage Loans Existing Facilities, and any New Facilities, Owner will lease each Land Parcel and the other related property being conveyed Existing Improvements thereon to Agent pursuant to the Lease. Owner will appoint Agent as its agent to undertake the acquisition of the Existing Facilities and the New Facilities and will own the Improvements for all Properties. For each Existing Facility and New Facility, Agent will pay for or cause to be paid, the Costs of the Property with the payments made and to be made by Owner pursuant to Article III hereof and, to the extent required in this Agreement, with its own funds. Pursuant to the Loan Agreement, Owner will borrow up to 97% of the funds necessary to make such payments. In connection therewith, and in order to induce the Lenders to enter into the loan transactions contemplated by the Depositor Loan Agreement, Owner is entering into the Loan Agreement, granting a first deed of trust or mortgage on each Property to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are Agent Bank for the benefit of the Holders from time Lenders and assigning its rights under the Lease, this Agreement and the Guaranty to time Agent Bank for the benefit of the CertificatesLenders. The Depositor, Owner will provide the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf remaining 3% of the Issuing Entity is accepting required funds in the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner form of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor Equity Investment. Beneficiary will deliver to the Bank, as Trustee under the Stack II Agreement on behalf Owner Trust Agreement, funds in the amount of the Issuing Entity for inclusion in the Trust FundEquity Investment, to be applied as provided herein and therein. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer The obligations of Agent hereunder are unconditionally guaranteed by Guarantor pursuant to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementGuaranty.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Bank and ▇▇▇▇▇▇ Capital (collectively the "Seller"), and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Trust Fund (other than the rights to Prepayment Penalty Amounts received with respect to the Mortgage Loans from in Pool 1) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a "REMIC" or, in the Seller alternative, Lower Tier REMIC I, Lower Tier REMIC II, the Middle Tier REMIC and at the Closing Date is Upper Tier REMIC, respectively). Each Certificate, other than the owner Class P Certificates and the Class R Certificates, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of Lower Tier REMIC I, Lower Tier REMIC II, the Middle Tier REMIC and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Interests, other than the Class MT-R Interest, set out below. Each such Middle Tier Interest, other than the Class MT-R Interest, is hereby designated as a regular interest in the Trust FundMiddle Tier REMIC. On The Middle Tier REMIC shall hold as assets the Closing Dateseveral classes of uncertificated Lower Tier REMIC I Interests, other than the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans Class LTI-R Interest, and the several classes of uncertificated Lower Tier REMIC II Interests, other related than the Class LTII-R Interest. Each Lower Tier REMIC I Interest, other than the Class LTI-R Interest, is hereby designated as a regular interest in Lower Tier REMIC I. Each Lower Tier REMIC II Interest, other than the Class LTII-R Interest, is hereby designated as a regular interest in Lower Tier REMIC II. Lower Tier REMIC I shall hold as assets all property constituting that portion of the Trust Fund relating in respect of Pool 1 other than the Lower Tier REMIC I Interests, any Middle Tier Interests and the rights to Prepayment Penalty Amounts with respect to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related in Pool 1. Lower Tier REMIC II shall hold as assets all property constituting that portion of the Trust Fund relating to in respect of Pool 2, Pool 3, Pool 4, Pool 5 and Pool 6 other than the Stack Lower Tier REMIC II CertificatesInterests and any Middle Tier Interests. Lower Tier REMIC I The terms following table specifies the class designation, interest rate, and conditions relating to the issuance principal amount for each class of the Stack II Lower Tier REMIC I Interest. Corresponding Class Lower Tier of Lower Tier REMIC REMIC I Initial Class or Certificates are set forth in the Stack II Agreement.or I Class Designation Interest Rate Principal Amount Component ------------------- ---------------- ---------------- --------------------------

PRELIMINARY STATEMENT. The Depositor has acquired intends to sell the Mortgage Loans from Certificates, which are to be issued hereunder in multiple Classes and which in the Seller and at aggregate will evidence the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion entire beneficial ownership interest in the Trust Fund. On As provided herein, the Trustee will elect to treat each Early Defeasance Trust Mortgage Loan, if any, as the primary asset of a separate REMIC for federal income tax purposes, and each such REMIC will be designated as a "Loan REMIC". The Class R-LR Certificates (if issued in accordance with Section 2.06) will represent the sole class of "residual interests" in each and every Loan REMIC, if any, for purposes of the REMIC Provisions under federal income tax law. A separate Loan REMIC Regular Interest will, on the Closing Date, be issued with respect to, and will thereafter relate to, each Early Defeasance Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan REMIC Regular Interest, if any, issued with respect to, and relating to, an Early Defeasance Trust Mortgage Loan in a Loan REMIC, shall also relate to any successor REO Trust Mortgage Loan with respect to such Early Defeasance Trust Mortgage Loan. Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric designation that is the Depositor will acquire same as the Certificates from the Securities Administrator as consideration loan number for the Depositor's transfer related Early Defeasance Trust Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii) accrue interest at the related per annum rate described in the definition of "Loan REMIC Remittance Rate"; and (iii) have an initial Uncertificated Principal Balance equal to the Issuing Entity Cut-off Date Balance of the related Early Defeasance Trust Mortgage Loans Loan. The Legal Final Distribution Date of each Loan REMIC Regular Interest, if any, is the Distribution Date immediately following the third anniversary of the end of the remaining amortization term (as determined as of the Closing Date) of the related Early Defeasance Trust Mortgage Loan. None of the Loan REMIC Regular Interests (if issued in accordance with Section 2.06) will be certificated. Notwithstanding the foregoing, however, if the Trust Fund does not include Early Defeasance Trust Mortgage Loans, then (i) there will be no Loan REMICs, (ii) neither the Class R-LR Certificates nor any Loan REMIC Regular Interests will be issued and (iii) the other related property constituting that portion provisions of Section 2.06(b) will apply. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Trust Fund relating Mortgage Loans (exclusive of the Early Defeasance Trust Mortgage Loans, if any, and exclusive of any collections of Additional Interest on the ARD Trust Mortgage Loans, if any, after their respective Anticipated Repayment Dates), any Loan REMIC Regular Interests and certain other related assets subject to the Certificatesthis Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Depositor has duly authorized Class R-I Certificates will represent the execution and delivery sole class of this Agreement to provide "residual interests" in REMIC I for the conveyance to the Issuing Entity purposes of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesREMIC Provisions under federal income tax law. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the DepositorTwo separate REMIC I Regular Interests will, the Trustee, the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, be issued with respect to, and will thereafter relate to, the Depositor Station Place I Trust Mortgage Loan, and such REMIC I Regular Interests will acquire bear the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer alphabetic designations "SP-A" and "SP-B", respectively. The Station Place I Trust Mortgage Loan consists of two loan components, and each of REMIC I Regular Interest SP-A and REMIC I Regular Interest SP-B will correspond to the Issuing Entity a separate loan component of the Stack II Station Place I Trust Mortgage Loans Loan. REMIC I Regular Interest SP-A will relate to Station Place I Trust Mortgage Loan Component A-1a, and the other related property constituting that portion of the REMIC I Regular Interest SP-B will relate to Station Place I Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Mortgage

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller"), and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the Seller alternative, the Lower Tier REMIC and at the Closing Date is Upper Tier REMIC, respectively). Each Certificate, other than the owner Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R, set out below. Each such Lower Tier Interest, other than the Class LT-R, Interest, is hereby designated as a regular interest in the Trust FundLower Tier REMIC. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator The Lower Tier REMIC shall hold as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related assets all property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests. The Depositor has duly authorized following table specifies the execution class designation, interest rate, and delivery principal amount for each class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLower Tier Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 2000-4 (the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Trust herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. GRANTING CLAUSE The Trust hereby Grants to the Indenture Trustee, for the Depositor has acquired exclusive benefit of the Stack II Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans from listed in the Seller and at Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Closing Date is the owner of the Stack II related Mortgage Loans and the other related property being conveyed by the Depositor Files delivered or to be delivered to the Trustee under the Stack II Agreement Collateral Agent, on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing DateIndenture Trustee, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer pursuant to the Issuing Entity Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Stack II Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other related property constituting that portion held or required to be deposited in the Collection Account, the Payment Account and the Note Insurance Payment Account, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Trust Fund relating Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing Granting Clause that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Stack II Certificatesend that the interests of the Holders of the Notes may be adequately and effectively protected. The Depositor has duly authorized Indenture Trustee agrees that it will hold the execution Policy in trust and delivery that it will hold any proceeds of any claim upon the Policy, solely for the use and benefit of the Stack II Agreement to provide for Noteholders in accordance with the conveyance to the Issuing Entity of the Stack II Mortgage Loans terms hereof and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementPolicy.

PRELIMINARY STATEMENT. The Depositor has acquired intends to sell the Mortgage Loans from Certificates, which are to be issued hereunder in multiple Classes and which in the Seller and at aggregate will evidence the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion entire beneficial ownership interest in the Trust Fund. On As provided herein, the Trustee will elect to treat each Early Defeasance Trust Mortgage Loan, if any, as the primary asset of a separate REMIC for federal income tax purposes, and each such REMIC will be designated as a "Loan REMIC". The Class R-LR Certificates (if issued in accordance with Section 2.06) will represent the sole class of "residual interests" in each and every Loan REMIC, if any, for purposes of the REMIC Provisions under federal income tax law. A separate Loan REMIC Regular Interest will, on the Closing Date, be issued with respect to, and will thereafter relate to, each Early Defeasance Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan REMIC Regular Interest, if any, issued with respect to, and relating to, an Early Defeasance Trust Mortgage Loan in a Loan REMIC, shall also relate to any successor REO Trust Mortgage Loan with respect to such Early Defeasance Trust Mortgage Loan. Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric designation that is the Depositor will acquire same as the Certificates from the Securities Administrator as consideration loan number for the Depositor's transfer related Early Defeasance Trust Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii) accrue interest at the related per annum rate described in the definition of "Loan REMIC Remittance Rate"; and (iii) have an initial Uncertificated Principal Balance equal to the Issuing Entity Cut-off Date Balance of the related Early Defeasance Trust Mortgage Loans Loan. The Legal Final Distribution Date of each Loan REMIC Regular Interest, if any, is the Distribution Date immediately following the third anniversary of the end of the remaining amortization term (as determined as of the Closing Date) of the related Early Defeasance Trust Mortgage Loan. None of the Loan REMIC Regular Interests (if issued in accordance with Section 2.06) will be certificated. Notwithstanding the foregoing, however, if the Trust Fund does not include Early Defeasance Trust Mortgage Loans, then (i) there will be no Loan REMICs, (ii) neither the Class R-LR Certificates nor any Loan REMIC Regular Interests will be issued and (iii) the other related property constituting that portion provisions of Section 2.06(b) will apply. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Trust Fund relating Mortgage Loans (exclusive of the Early Defeasance Trust Mortgage Loans, if any, and exclusive of any collections of Additional Interest on the ARD Trust Mortgage Loans, if any, after their respective Anticipated Repayment Dates), any Loan REMIC Regular Interests and certain other related assets subject to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the conveyance to the Issuing Entity sole class of "residual interests" in REMIC I for purposes of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesREMIC Provisions under federal income tax law. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the DepositorTwo separate REMIC I Regular Interests will, the Trustee, the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, be issued with respect to, and will thereafter relate to, each Split Trust Mortgage Loan, and such REMIC I Regular Interests will bear the Depositor will acquire following alphabetic or alphanumeric designations: (i) "FTH-A" and "FTH-B", respectively, in the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity case of the Stack II ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust Mortgage Loans Loan; and (ii) "NBT-A" and "NBT-B", respectively, in the other related property constituting that portion case of the Northborough Tower Trust Fund relating to Mortgage Loan. In addition, a separate REMIC I Regular Interest will, on the Stack II Certificates. The Depositor has duly authorized the execution Closing Date, be issued with respect to, and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II will thereafter relate to, each other Trust Mortgage Loans Loan included in REMIC I and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.each Loan REMIC Regular Interest, if any, included in

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

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sellers and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack Additional Collateral) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a "REMIC" or, in the alternative, the "Lower-Tier I REMIC," the "Lower-Tier II Mortgage Loans and REMIC"and the "Upper-Tier (or "Master") REMIC"). Each Certificate, other related property being conveyed by than the Depositor to Class A-R Certificate, will represent ownership of one or more regular interests in the Trustee under the Stack II Agreement on behalf Upper-Tier REMIC for purposes of the Issuing Entity for inclusion in the Trust FundREMIC Provisions. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class A-R represents ownership of the Stack II sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC will hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-I-A-R Interest and Class LT-II-A-R Interest). The Lower-Tier I REMIC will hold as assets Mortgage Loans Pools 1, 2, 3 and the 4 and all other related property constituting that portion of the Trust Fund relating allocable to the Stack II CertificatesMortgage Pools 1, 2, 3 and 4 (except for any Additional Collateral). The Depositor has duly authorized the execution Lower-Tier II REMIC will hold as assets Mortgage Pools 5, 6 and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans 7 and the all other related property constituting that portion of the Trust Fund relating allocable to Mortgage Pools 5, 6 and 7 (except for any Additional Collateral) Each Lower-Tier I REMIC Interest (other than the Stack Class LT-I-A-R Interest) is hereby designated as a regular interest in the Lower-Tier I REMIC and each Lower-Tier II CertificatesREMIC Interest (other than the Class LT-II-A-R Interest) is hereby designated as a regular interest in the Lower-Tier II REMIC. The terms latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. THE LOWER-TIER I REMIC The Lower-Tier I REMIC Regular Interests will have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table:

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

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Sellers, and at the Closing Date is the owner of the Initial Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Initial Mortgage Loans Loans, the Initial Pre-Funding Amount and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the each Seller in the related Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Initial Mortgage Loans or any Subsequent Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMS Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) assets held in the Pre-Funding Account, the Capitalized Interest Account and the Basis Risk Reserve Fund, (ii) the Cap Agreement and (iii) the right to receive Prepayment Premiums) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class X Certificate, Class R Certificate, and Class P Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 6 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole class of residual interest in each of REMIC 1, REMIC 2 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Stack II Certificates. The Depositor has duly authorized Pre-Funding Account, the execution Capitalized Interest Account, the Cap Agreement and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that a portion of the Trust Fund relating to interest payments on Direct Access Mortgage Loans at the Stack II CertificatesDA Dividend Rate. The terms and conditions relating to the issuance startup day for each REMIC created hereby for purposes of the Stack II Certificates are set REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth in (or describes) the Stack II Agreement.class designation, interest rate, and initial principal amount for each class of REMIC 1 Lower Tier Interests. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Class LT1-A (1) $1,049,864,001.67 Class LT1-AI-1 (1) 94,017,672.00 Class LT1-AI-2 (1) 94,017,671.00 Class LT1-AI-3 (1) 47,008,836.00 Class LT1-AI-4 (1) 188,035,344.00 Class LT1-AI-5 (1) 47,008,836.00 Class LT1-AI-6 (1) 47,008,835.00 Class LT1-R (2) (2) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired This amended and restated Specific Terms and Conditions of Indenture (the Mortgage Loans from the Seller and at the Closing Date "Specific Indenture Terms") is the owner intended to incorporate by reference all of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf provisions of the Issuing Entity for inclusion Standard Terms and Conditions of Indenture attached hereto as Appendix 1 (the "Standard Indenture Terms") and all Supplements as described in the Trust Fund. On Standard Indenture Terms, and together the Closing DateSpecific Indenture Terms, the Depositor will acquire Standard Indenture Terms and all Supplements are intended to form the Certificates from Indenture entered into in connection with the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificatesfinancing described below. The Depositor Issuer has duly authorized the execution and delivery of this Agreement the Indenture to provide for the conveyance issuance by the Issuer from time to time of its Lease-Backed Notes, in Series, issuable as provided in the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesIndenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the DepositorIssuer, the Indenture Trustee, the Securities Administrator Back-up Servicer and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesNotes and MBIA. The DepositorIssuer, the Trustee, the Securities Administrator Servicer and the Master Back-up Servicer are entering into this Agreementthe Indenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make the Indenture a valid agreement of the Issuer, the Depositor has acquired Indenture Trustee, the Stack II Mortgage Loans from Back-up Servicer and the Seller Servicer in accordance with its terms have been done. GRANTING CLAUSE The Issuer does hereby transfer, assign, set over, and at otherwise convey to the Closing Date is Indenture Trustee for the owner ratable benefit of the Stack II Mortgage Loans Noteholders and MBIA, without recourse, all of the Issuer's rights, title and interest in and to the following and any and all benefits accruing to the Issuer from: (a) the Lease Receivables and Lease Contracts and all payments received on or with respect to the Lease Contracts and Lease Receivables and due after the Cut-Off Date; (b) the Equipment and any security interest of the Issuer in any of the Equipment that is not owned by the Issuer; (c) any rights of the Issuer under each Insurance Policy related to the Lease Contracts and Insurance Proceeds; (d) the Lease Acquisition Agreement; (e) the Servicing Agreement; (f) all amounts from time to time on deposit in the Collection Account, the Advance Payment Account, the Cash Collateral Account, the Redemption Account and the ACH Account (including any Eligible Investments and other related property being conveyed by in such accounts); (g) the Depositor to the Trustee under the Stack II Agreement on behalf Lease Contract Files; and (h) proceeds of the Issuing Entity for inclusion foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity proceeds of any of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth foregoing), in the Stack II Agreement.each case whether now owned or hereafter

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Cap Agreements, and at (iv) the Closing Date is the owner of the Stack II Mortgage Loans rights to receive (and the other related property being conveyed by the Depositor obligations to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Datepay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the Depositor will acquire “Excluded REMIC Assets”) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each, a “REMIC”) designated as REMIC LT-1, REMIC MT1-1, REMIC UT-1, REMIC LT-2, and REMIC UT-2. REMIC LT-1 shall hold the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion assets of the Trust Fund relating related to Pool 1, other than any Excluded REMIC Assets, and shall issue several uncertificated interests. Each such interest, other than the Stack II CertificatesClass LT1-R Interest, is hereby designated as a REMIC regular interest. The Depositor has duly authorized Class LT1-R Interest is hereby designated as the execution sole residual interest in REMIC LT-1. REMIC MT1-1 shall hold the several classes of uncertificated interests issued by REMIC LT-1, other than the Class LT1-R Interest. REMIC MT1-1 shall issue several uncertificated interests. Each such interest, other than the Class LT2-R Interest, is hereby designated as a REMIC regular interest. The Class LT2-R Interest is hereby designated as the sole residual interest in REMIC MT1-1. REMIC UT-1 shall hold the several classes of uncertificated interests issued by ▇▇▇▇▇ ▇▇▇-▇, other than the Class LT2-R Interest. Each Class of Group 1 Certificates and delivery the Class 1-AX Certificates, the Class 1-P Certificates and the Class 1-X Certificates (exclusive of any right to receive or obligation to pay Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls) represent ownership of regular interests in REMIC UT-1. The Class R-1 Certificate represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of residual interest in REMIC UT-1 as well as ownership of the Stack II Mortgage Loans Class LT1-R and Class LT2-R Interests. REMIC LT-2 shall hold the other related property constituting that portion assets of the Trust Fund relating related to Pool 2, other than any Excluded REMIC Assets, and shall issue several uncertificated interests. Each such interest, other than the Stack II CertificatesClass LT3-R Interest, is hereby designated as a REMIC regular interest. The terms and conditions relating to Class LT3-R Interest is hereby designated as the issuance sole residual interest in REMIC LT-2. REMIC UT-2 shall hold the several classes of uncertificated interests issued by REMIC LT-2, other than the Class LT3-R Interest. Each Class of the Stack II Group 2 Certificates are set and the Class 2-P Certificates and the Class 2-X Certificates (exclusive of any right to receive or obligation to pay Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls) represent ownership of regular interests in REMIC UT-2. The Class R-2 Certificate represents ownership of the sole class of residual interest in REMIC UT-2 as well as ownership of the Class LT3-R Interest in REMIC LT-2. Each of the Group 1 Senior Certificates, the Group 2 Senior Certificates, and the Subordinate Certificates, in addition to representing ownership of a regular interest in a REMIC, also represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls pursuant to Section 5.06. The following table sets forth in (or describes) the Stack II Agreement.Class designation, interest rate, and initial principal amount for each Class of REMIC LT-1 Lower Tier Interests. LT1-1-A1 (1) (5) 1-A1 LT1-1-A2 (1) (5) 1-A2 LT1-1-M1 (1) (5) 1-M1 LT1-1-M2 (1) (5) 1-M2 LT1-1-M3 (1) (5) 1-M3 LT1-Pool-1A (1) (2) N/A LT1-Pool-1B (1) (3) N/A LT1-R (4) (4) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting shall elect that portion of the Trust Fund relating (exclusive of (i) the Reserve Fund, (ii) the Class 1-A Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X, Class CX, and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 15 of the table below for REMIC 2. In addition, each Certificate, other than the Class R, Class X, Class CX, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive (i) proceeds received from the Cap Agreement to the Stack II Certificatesextent not applied as required herein to pay Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls on the Class 1-A1 Certificates and (ii) the Class CX Excess Cap Amount. The Depositor has duly authorized the execution and delivery Class R Certificate represents ownership of the Stack II Agreement to provide sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementREMIC Provisions.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the Seller alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC” and at the Closing Date is the owner “Upper-Tier REMIC”). Each of the Stack II Mortgage Loans Certificates set forth below (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the other related property being conveyed by Class A-R Certificates) and each Uncertificated REMIC Interest shall represent ownership of a regular interest in the Depositor to the Trustee under the Stack II Agreement on behalf Upper-Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in the Middle-Tier REMIC (other than the Class MT-A-R Interest) and the Class P Reserve Fund. The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (other than the Class LT-A-R Interest). The uncertificated Class MT-A-R Interest represents ownership of the sole class of residual interest in the Middle-Tier REMIC. The Lower-Tier REMIC shall hold as assets all property of the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The uncertificated Class LT-A-R Interest represents ownership of the Stack II Mortgage Loans and sole class of residual interest in the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLower-Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: Lower-Tier Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificatesits Adjustable Rate Asset-Backed Bonds, Series 1997-▇ (▇▇▇ "▇▇▇▇▇"), ▇▇suable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesBonds. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. Granting Clause The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Bonds and the Bond Insurer, all of the Issuer's right, title and interest in and to (a) the Initial Mortgage Loans listed in Schedule I to this Indenture, including the related Mortgage Files that the Issuer causes to be delivered to the Indenture Trustee pursuant to the Initial Mortgage Loan Conveyance Agreement, all payments of principal received, collected or otherwise recovered on or after the applicable Cut-off Date for each Initial Mortgage Loan, all payments of interest accruing on each Initial Mortgage Loan on or after the applicable Cut-off Date therefor whenever received and all other proceeds received in respect of such Initial Mortgage Loans, (b) the Additional Mortgage Loans listed on any Additional Mortgage Loan Schedule, including the related Mortgage Files that the Issuer causes to be delivered to the Indenture Trustee pursuant to the Additional Mortgage Loan Conveyance Agreement, all payments of principal received, collected or otherwise recovered on or after the applicable Cut-off Date for each Additional Mortgage Loan, all payments of interest accruing on each Additional Mortgage Loan on or after the applicable Cut-off Date therefor whenever received and all other proceeds received in respect of such Additional Mortgage Loans, (c) the Financial Guaranty Insurance Policy, (d) the Servicing Agreement, (e) the Initial Mortgage Loan Conveyance Agreement, (f) the Additional Mortgage Loan Conveyance Agreement, (g) the Mortgage Loan Contribution Agreement, (h) the Insurance Policies, (i) all cash, instruments or other property held or required to be deposited in the Collection Account, the Depositor has acquired Bond Account, the Stack II Mortgage Loans from Prefunding Account, the Seller Capitalized Interest Account and at the Closing Date is Policy Payments Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the owner Collection Account, which income shall belong to and be for the account of the Stack II Mortgage Loans Servicer, and not including any income on funds deposited in, or investments made with funds deposited in, the Bond Account, the Prefunding Account or the Capitalized Interest Account, which income shall belong to and be for the account of the Issuer), and (i) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other related property being conveyed liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and to secure (x) the Depositor payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the Trustee under end that the Stack II Agreement on behalf interests of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity Holders of the Stack II Mortgage Loans Bonds may be adequately and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreementeffectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer to the Issuing Entity Trust Fund (exclusive of the Stack II Mortgage Loans Pledged Assets) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC 1,” the “Lower-Tier REMIC 2,” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC and Lower-Tier REMIC 2. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC 2 Interests (other than the Class LT2-A-R Interest). Each Lower Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in Lower Tier REMIC 2. Lower Tier REMIC 1 shall hold as assets all property constituting that portion of the Trust Fund relating to (except for any Pledged Assets). Each Lower Tier REMIC 1 Interest (other than the Stack II CertificatesClass LT-A-R Interest) is hereby designated as a regular interest in Lower Tier REMIC 1. The Depositor has duly authorized the execution and delivery Class LT-A-R Interest represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificatesresidual interest in Lower-Tier REMIC 1. The terms latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: Lower-Tier REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (4) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (4) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (4) (1) (2) 3 LT-A-R (3) (3) NA

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Securities Administrator shall elect that the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner Trust Fund (exclusive of the Stack II Mortgage Loans Yield Maintenance Agreement, the Reserve Fund and any Prepayment Premiums (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”, the “Middle-Tier REMIC,” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related property being conveyed by than the Depositor to Class Y Certificate and Class A-R Certificate, shall represent ownership of one or more regular interests in the Trustee under the Stack II Agreement on behalf Upper-Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC and the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier REMIC Interests (other than the Class MT-R Interest). Each Middle-Tier REMIC Interest (other than the Class MT-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC. The Middle-Tier REMIC shall hold as its assets the several classes of uncertificated Lower-Tier Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC shall hold as assets all property of the Trust Fund, other than the Excluded Trust Property. On Each Lower Tier Interest (other than the Closing Date, Class LT-A-R Interest) is hereby designated as a regular interest in the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLower Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreementfollowing table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

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

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate and Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 9 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole class of residual interest in each of REMIC 1, REMIC 2 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the Basis Risk Cap and the Class X Cap. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Reserve Fund, (ii) the Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC as described in note 8 of the Issuing Entity table below for inclusion in such REMIC. In addition, each Certificate, other than the Trust FundClass R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the other related REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized following table sets forth (or describes) the execution Class designation, interest rate, and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesREMIC 1 Lower Tier Interests. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Class LT-A1 (1) $ 101,061,000.00 A1 Class LT-A2 (1) $ 105,996,000.00 A2 Class LT-A3 (1) $ 21,963,000.00 A3 Class LT-A4 (1) $ 8,444,500.00 A4 Class LT-M1 (1) $ 6,909,000.00 M1 Class LT-M2 (1) $ 7,037,000.00 M2 Class LT-M3 (1) $ 3,582,500.00 M3 Class LT-Q (1) $ 256,783,247.24 N/A Class LT-R (2) (2) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Swap Agreement, (ii) the right to receive and at the Closing Date is obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the owner Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust, and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the 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 other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and REMIC 2, and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms following table sets forth the designations, principal balances and conditions relating to interest rates for each interest in REMIC 1, each of which (other than the issuance of LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the Stack II Certificates are set forth in the Stack II Agreement.“REMIC 1 Regular Interests”): LT1-A $ 79,476,637.60 (1) LT1-F1 $ 28,869,000.00 (2) LT1-V1 $ 28,869,000.00 (3) LT1-F2 $ 28,010,000.00 (2) LT1-V2 $ 28,010,000.00 (3) LT1-F3 $ 27,177,000.00 (2) LT1-V3 $ 27,177,000.00 (3) LT1-F4 $ 26,368,000.00 (2) LT1-V4 $ 26,368,000.00 (3) LT1-F5 $ 25,583,500.00 (2) LT1-V5 $ 25,583,500.00 (3) LT1-F6 $ 24,821,500.00 (2) LT1-V6 $ 24,821,500.00 (3) LT1-F7 $ 24,083,000.00 (2) LT1-V7 $ 24,083,000.00 (3) LT1-F8 $ 23,366,000.00 (2) LT1-V8 $ 23,366,000.00 (3) LT1-F9 $ 22,670,500.00 (2) LT1-V9 $ 22,670,500.00 (3) LT1-F10 $ 21,995,500.00 (2) LT1-V10 $ 21,995,500.00 (3) LT1-F11 $ 21,340,000.00 (2) LT1-V11 $ 21,340,000.00 (3) LT1-F12 $ 20,704,500.00 (2) LT1-V12 $ 20,704,500.00 (3) LT1-F13 $ 20,088,000.00 (2) LT1-V13 $ 20,088,000.00 (3) LT1-F14 $ 19,489,500.00 (2) LT1-V14 $ 19,489,500.00 (3) LT1-F15 $ 18,909,000.00 (2) LT1-V15 $ 18,909,000.00 (3) LT1-F16 $ 18,345,500.00 (2) LT1-V16 $ 18,345,500.00 (3) LT1-F17 $ 17,799,000.00 (2) LT1-V17 $ 17,799,000.00 (3) LT1-F18 $ 17,268,000.00 (2) LT1-V18 $ 17,268,000.00 (3) LT1-F19 $ 16,753,500.00 (2) LT1-V19 $ 16,753,500.00 (3) LT1-F20 $ 16,254,500.00 (2) LT1-V20 $ 16,254,500.00 (3) LT1-F21 $ 15,771,500.00 (2) LT1-V21 $ 15,771,500.00 (3) LT1-F22 $ 15,228,500.00 (2) LT1-V22 $ 15,228,500.00 (3) LT1-F23 $ 165,614,000.00 (2) LT1-V23 $ 165,614,000.00 (3) LT1-F24 $ 47,672,000.00 (2) LT1-V24 $ 47,672,000.00 (3) LT1-F25 $ 34,939,000.00 (2) LT1-V25 $ 34,939,000.00 (3) LT1-F26 $ 26,563,500.00 (2) LT1-V26 $ 26,563,500.00 (3) LT1-F27 $ 20,712,000.00 (2) LT1-V27 $ 20,712,000.00 (3) LT1-F28 $ 16,446,500.00 (2) LT1-V28 $ 16,446,500.00 (3) LT1-F29 $ 13,232,000.00 (2) LT1-V29 $ 13,232,000.00 (3) LT1-F30 $ 10,743,500.00 (2) LT1-V30 $ 10,743,500.00 (3) LT1-F31 $ 8,772,500.00 (2) LT1-V31 $ 8,772,500.00 (3) LT1732 $ 7,180,000.00 (2) LT1-V32 $ 7,180,000.00 (3) LT1-F33 $ 6,827,500.00 (2) LT1-V33 $ 6,827,500.00 (3) LT1-F34 $ 6,491,000.00 (2) LT1-V34 $ 6,491,000.00 (3) LT1-F35 $ 6,171,500.00 (2) LT1-V35 $ 6,171,500.00 (3) LT1-F36 $ 5,865,500.00 (2) LT1-V36 $ 5,865,500.00 (3) LT1-F37 $ 5,577,000.00 (2) LT1-V37 $ 5,577,000.00 (3) LT1-F38 $ 5,302,000.00 (2) LT1-V38 $ 5,302,000.00 (3) LT1-F39 $ 5,041,000.00 (2) LT1-V39 $ 5,041,000.00 (3) LT1-F40 $ 4,793,000.00 (2) LT1-V40 $ 4,793,000.00 (3) LT1-F41 $ 4,557,000.00 (2) LT1-V41 $ 4,557,000.00 (3) LT1-F42 $ 4,332,500.00 (2) LT1-V42 $ 4,332,500.00 (3) LT1-F43 $ 4,119,000.00 (2) LT1-V43 $ 4,119,000.00 (3) LT1-F44 $ 3,916,000.00 (2) LT1-V44 $ 3,916,000.00 (3) LT1-F45 $ 3,723,000.00 (2) LT1-V45 $ 3,723,000.00 (3) LT1-F46 $ 3,539,500.00 (2) LT1-V46 $ 3,539,500.00 (3) LT1-F47 $ 3,365,000.00 (2) LT1-V47 $ 3,365,000.00 (3) LT1-F48 $ 3,199,500.00 (2) LT1-V48 $ 3,199,500.00 (3) LT1-F49 $ 3,041,500.00 (2) LT1-V49 $ 3,041,500.00 (3) LT1-F50 $ 2,891,500.00 (2) LT1-V50 $ 2,891,500.00 (3) LT2-F51 $ 2,749,500.00 (2) LT1-V51 $ 2,749,500.00 (3) LT1-F52 $ 2,613,500.00 (2) LT1-V52 $ 2,613,500.00 (3) LT1-F53 $ 2,484,500.00 (2) LT1-V53 $ 2,484,500.00 (3) LT1-F54 $ 2,362,000.00 (2) LT1-V54 $ 2,362,000.00 (3) LT1-F55 $ 2,245,500.00 (2) LT1-V55 $ 2,245,500.00 (3) LT1-F56 $ 2,135,000.00 (2) LT1-V56 $ 2,135,000.00 (3) LT1-F57 $ 2,029,500.00 (2) LT1-V57 $ 2,029,500.00 (3) LT1-F58 $ 1,929,500.00 (2) LT1-V58 $ 1,929,500.00 (3) LT1-F59 $ 37,067,000.00 (2) LT1-V59 $ 37,067,000.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Seller has acquired the Mortgage Loans from the Originator. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Depositor and the Master Servicer Trustee are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of the Additional Collateral and assets held in the Basis Risk Reserve Fund) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and the "Upper Tier REMIC," respectively). Each Certificate, other than the Class A-R Certificate and the Class LTR Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the Closing Date is the owner owners of the Stack II Mortgage Loans Interest Only Certificates. The Class A-R Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Class LTR Certificate represents the sole class of residual interest in the Lower Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC and each such Lower Tier Interest is hereby designated as a regular interest in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Lower Tier REMIC for purposes of the Issuing Entity for inclusion in REMIC Provisions. The Lower Tier REMIC shall hold as its assets the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to other than the Stack II Certificates. The Depositor has duly authorized Lower Tier Interests, the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans Basis Risk Reserve Fund and the other related property constituting that portion Additional Collateral. THE LOWER TIER REMIC INTERESTS The following table sets forth (or describes) the class designation, interest rate, initial principal amount, and corresponding class of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance certificates for each class of the Stack II Certificates are set forth in the Stack II Agreement.Lower Tier Interests:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Stack II Mortgage Loans 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 “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the other related 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 constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and the Excluded Trust Assets. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementLatest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Pre-Funding Accounts, (ii) the Capitalized Interest Account, (iii) the Basis Risk Reserve Fund, and (iv) the Cap Agreement (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2 (REMIC 2 also being referred to as the “Upper Tier REMIC”)). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 19 of the table below for such REMIC. In addition, each Offered Certificate, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms following table sets forth (or describes) the class designation, interest rate, and conditions relating to the issuance initial Class Principal Amount for each class of the Stack II Certificates are set forth Lower Tier Interests in the Stack II Agreement.REMIC 1. LT-A1 (1) $ 127,367,750.00 A1 LT-A2 (1) $ 27,039,000.00 A2 LT-A3 (2) $ 61,806,250.00 A3 LT-A4 (2) $ 13,815,500.00 A4 LT-A5 (3) $ 90,171,750.00 A5 LT-A6 (3) $ 37,387,000.00 A6 LT-A7 (3) $ 27,784,750.00 A7 LT-A8 (4) $ 61,496,750.00 A8 LT-A9 (4) $ 14,128,500.00 A9 LT-A10 (5) $ 25,000,000.00 ▇▇▇ ▇▇-▇▇▇ (5) $ 8,062,750.00 ▇▇▇ ▇▇-▇▇ (5) $ 15,590,500.00 M1 LT-M2 (5) $ 11,827,250.00 M2 LT-M3 (5) $ 3,494,500.00 M3 LT-M4 (5) $ 3,494,500.00 M4 LT-M5 (5) $ 3,763,250.00 M5 LT-M6 (5) $ 1,612,750.00 M6 LT-M7 (5) $ 1,075,250.00 ▇▇ ▇▇-▇▇▇▇-▇-▇▇▇ (1) $ 1,026,381.28 N/A LT-Pool-1-N (1)(7) $ 204,699,432.71 N/A LT-Pool-2-PSA (2) $ 502,664.19 N/A LT-Pool-2-N (2)(7) $ 100,252,295.55 N/A LT-Pool-3-PSA (3) $ 1,032,600.71 N/A LT-Pool-3-N (3)(7) $ 568,257,970.77 N/A LT-Pool-4-PSA (4) $ 502,697.99 N/A LT-Pool-4-N (4)(7) $ 276,642,851.23 N/A LT-Q (5) $ 462,588,523.73 N/A LT-R (6) (6) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans Loans, and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Trust Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trust Administrator are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, as more specifically indicated below, the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other related than the Class [ ] and Class [ ] Certificates, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class [ ] Certificate is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Lower-Tier REMIC shall hold as its assets all property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund, other than the interests in any REMIC formed hereby. On The Lower-Tier Interest is hereby designated as a regular interest in the Closing DateLower-Tier REMIC, as described herein. The Class [ ] Certificate is hereby designated as the Depositor will acquire sole class of residual interest in the Stack II Certificates from Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all Lower-Tier Interests. The Lower-Tier REMIC Interest The following table sets forth (or describes) the Securities Administrator as consideration Class designation, interest rate, and initial Class Principal Amount for the Depositor's transfer to the Issuing Entity Class of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Lower-Tier Interest: LT-Pool (1 ) (2 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer to the Issuing Entity Trust Fund (exclusive of the Stack II Mortgage Loans Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in Lower-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property constituting that portion of the Trust Fund relating to the Stack II CertificatesAggregate Pool I (except for any related Excluded Trust Property). The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related Lower-Tier REMIC 2 shall hold as assets all property constituting that portion of the Trust Fund relating to Aggregate Pool II (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Stack II CertificatesClass LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The terms latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreementfollowing table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 LT1-A-R (3) (3) N/A _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Trust Depositor has acquired the Mortgage Loans and on each Transfer Date will convey each Mortgage Loan and certain related property to [NAME OF TRUSTEE], as trustee, to hold in trust for the benefit of the Holder of the Beneficial Interest Certificate. The Mortgage Loans and other property held in trust by the Trustee are referred to in this Agreement as the Trust Fund. On the Initial Transfer Date, the Trust Depositor will acquire the Beneficial Interest Certificate from the Seller and at Trustee on behalf of the Closing Date is Trust Fund, as consideration for the owner transfer to the Trustee of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in constituting the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the The Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for and the conveyance to the Issuing Entity Trustee of all of its interest in the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Trust Depositor and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time Holder of the CertificatesBeneficial Interest Certificate. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Trust Depositor is entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner The Beneficial Interest Certificate shall be issued in definitive form as provided herein. As of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor Cut-off Date relating to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Initial Transfer Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as Mortgage Loans had an Aggregate Outstanding Amount equal to $[ ]. In consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans mutual agreements herein contained, the Trust Depositor and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.Trustee hereby agree as follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer to the Issuing Entity Trust Fund (exclusive of the Stack II Mortgage Loans Additional Collateral) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”, and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC shall hold as assets all property constituting that portion of the Trust Fund relating to (except for any Additional Collateral). Each Lower Tier REMIC Interest (other than the Stack II CertificatesClass LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 LT-A-R (3) (3) NA

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, and (ii) the rights to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2 (REMIC 2 also being referred to as the “Upper Tier REMIC”)). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 16 of the table below for such REMIC. In addition, each of the Offered Certificates and Class B Certificates represents the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions. REMIC 1 shall hold as its assets the other related property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions, the other related property constituting that portion of latest possible maturity date for each regular interest in each REMIC created hereby is the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms following table sets forth (or describes) the class designation, interest rate, and conditions relating to the issuance initial Class Principal Amount for each class of the Stack II Certificates are set forth Lower Tier Interests in the Stack II Agreement.REMIC 1. LT-A1 (1) $ 98,936,500.00 A1 LT-A2 (1) $ 47,969,000.00 A2 LT-M1 (1) $ 10,193,500.00 M1 LT-M2 (1) $ 5,396,500.00 M2 LT-M3 (1) $ 4,397,000.00 M3 LT-M4 (1) $ 3,997,500.00 M4 LT-M5 (1) $ 3,797,500.00 M5 LT-M6 (1) $ 2,998,000.00 M6 LT-M7 (1) $ 2,698,500.00 M7 LT-M8 (1) $ 2,298,500.00 M8 LT-M9 (1) $ 2,198,500.00 M9 LT-M10 (1) $ 3,697,500.00 ▇▇▇ ▇▇-▇▇ (1) $ 2,798,000.00 ▇▇ ▇▇-▇▇ (1) $ 2,498,500.00 B2 LT-Q (1) $205,867,531.54 N/A LT-R (2) (2) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller and at the Closing Date is the owner of the Initial Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's transfer to the Issuing Entity Trust Fund of the Initial Mortgage Loans Loans, an initial deposit to each Pre-Funding Account of the Original Pre-Funded Amount with respect to the related Mortgage Pool, an initial deposit to the Capitalized Interest Account in an amount sufficient to satisfy the aggregate Capitalized Interest Requirement on the Certificates during the Pre-Funding Period, and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Initial Mortgage Loans any Subsequent Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of the Additional Collateral, the assets held in the Reserve Fund, the Capitalized Interest Account and the Pre-Funding Accounts) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC" and the "Upper Tier REMIC," respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, shall represent ownership of a regular interest in the Upper Tier REMIC. In addition, each of the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-2 and Class X Certificates represent the right to receive payments from the Seller and at the Closing Date is the owner Reserve Fund as provided in Section 5.06. The owners of the Stack II Mortgage Loans Class X Certificates beneficially own the Reserve Fund. The Class R Certificate represents the sole class of residual interest in the Upper Tier REMIC. The Class LT-R Certificate represents the sole class of residual interest in the Lower Tier REMIC. The Lower Tier REMIC shall issue several classes of uncertificated Lower Tier Interests and each such uncertificated Lower Tier Interest is hereby designated as a regular interest in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Lower Tier REMIC for purposes of the Issuing Entity for inclusion REMIC Provisions. The Upper Tier REMIC will hold as its assets the entire beneficial interest in each Class of uncertificated Lower Tier Interests. The Lower Tier REMIC shall also issue the Class LT-R Certificate, which is hereby designated as the sole class of residual interest in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration Lower Tier REMIC for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans and REMIC Provisions. The Lower Tier REMIC shall hold as its assets the other related property constituting that portion of the Trust Fund relating to other than the Stack II Certificates. The Depositor has duly authorized Lower Tier Interests, the execution and delivery of Additional Collateral, the Stack II Agreement to provide for Reserve Fund, the conveyance to the Issuing Entity of the Stack II Mortgage Loans Capitalized Interest Account, and the other related property constituting that portion Pre-Funding Accounts. THE LOWER TIER REMIC INTERESTS The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of the Trust Fund relating to the Stack II CertificatesLower Tier REMIC Interests. The terms and conditions relating to the issuance Corresponding Class of the Stack II Certificates are set forth in the Stack II Agreement.Lower Tier Class Lower Tier Initial Class Certificate(s) Designation Interest Rate Principal Amount or Component ------------------ ------------- ---------------- ---------------------- Class LT-A1 (1) $ 125,000,000.00 Class A1 Class LT-A2 (1) $ 75,900,000.00 Class A2 Class LT-M1 (1) $ 2,870,000.00 Class M1 Class LT-M2 (1) $ 1,230,000.00 Class M2 Class ▇▇-▇▇▇▇ ▇▇▇▇ (2) $ 102,041.08 N/A Class LT-Pool 1N (2) $ 127,448,986.03 N/A Class LT-Pool 2PSA (3) $ 61,958.92 N/A Class LT-Pool 2N (3) $ 77,387,013.97 N/A Class LT-Q (1) $ 410,000,000.02 N/A Class LT-R (4) (4) Class LT-R ---------------------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to in exchange for the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeSeller, the Securities Administrator Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesCertificateholders. The Depositor, the Trustee, the Securities Administrator Seller and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created herebyhereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting shall elect that portion of the Trust Fund relating be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class A2, and Class B3 Certificates, represents a right to receive payments with respect to any Basis Risk Shortfalls from the Stack II CertificatesBasis Risk Reserve Fund created pursuant to Section 5.08. The Depositor has duly authorized the execution and delivery Class R Certificate represents ownership of the Stack II Agreement to provide for the conveyance to the Issuing Entity sole class of residual interest in each of the Stack II Mortgage Loans Lower Tier REMIC and the other related property constituting that portion Upper Tier REMIC for purposes of the Trust Fund relating to the Stack II CertificatesREMIC Provisions. The terms and conditions relating to Upper Tier REMIC shall hold as assets the issuance several classes of uncertificated Lower Tier Interests, other than the Stack II Certificates are Class LTR Interest, set forth out below. Each such Lower Tier Interest, other than the Class LTR Interest, is hereby designated as a regular interest in the Stack II Agreement.Lower Tier REMIC. Lower Tier Interest ------------------- Rate Initial Lower Tier Principal Amount ----------------------- ---------------- Class LT-A1 (1) $4,799,976,000.00 Class LT-A2 (1) 1,599,992,000.00 Class LT-M1 (1) 100,523,000.00 Class LT-M2 (1) 83,769,000.00 Class LT-M3 (1) 33,508,000.00 Class LT-B1 (1) 40,209,000.00 Class LT-B2 (1) 23,455,000.00 Class LT-B3 (1) 20,104,869.34 Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Reserve Fund, (ii) the Cap Agreement and at (iii) the Closing Date is rights to receive (and the owner obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the Stack II Mortgage Loans and REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC as described in note 8 of the Issuing Entity table below for inclusion in such REMIC. In addition, each Certificate, other than the Trust FundClass R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the other related REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions, REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1 and the Excluded Trust Property. The Depositor has duly authorized following table sets forth (or describes) the execution Class designation, interest rate, and delivery initial principal amount for each Class of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II AgreementREMIC 1 Lower Tier Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the Certificate Insurer. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans from Trust Fund (exclusive of (i) the Seller Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Class 2-A1A Cap Agreement, (iv) the Swap Agreement, (v) the Supplemental Interest Trust and at (vi) the Closing Date is the owner of the Stack II Mortgage Loans rights to receive (and the other related property being conveyed by the Depositor obligations to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Datepay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the Depositor will acquire “Excluded Trust Assets”) be treated for federal income tax purposes as comprising seven real estate mortgage investment conduits (each, a “REMIC”). There shall be four REMICs related to Pool 1: Pooling REMIC 1, Lower-Tier REMIC 1, Middle Tier REMIC 1, and Upper-Tier REMIC 1. There shall be three REMICs related to Pool 2: the Stack II Certificates from Pooling REMIC 2, the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans Lower-Tier REMIC 2, and the other related property constituting that portion Upper-Tier REMIC 2. Pooling REMIC 1 shall hold the assets of the Trust Fund relating related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Stack II CertificatesClass LT-R-1 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class LT1-R Interest, is hereby designated as a REMIC regular interest. The Depositor has duly authorized Class LT1-R Interest is hereby designated as the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth sole residual interest in the Stack II AgreementLower-Tier REMIC 1.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificatesits Adjustable Rate Asset Backed Notes Series 199__-__, issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer Issuer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time Owners of the CertificatesNotes. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are Issuer is entering into this AgreementIndenture, and the Indenture Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Owners of the Notes and the Note Insurer, all of the Issuer's right, title and interest in and to (a) the Initial Home Equity Loans listed in Schedule I to this Indenture, including the related Files that the Issuer causes to be delivered to the Indenture Trustee, all payments of principal received, collected or otherwise recovered after the applicable Cut-Off Date for each Initial Home Equity Loan (other than any principal payments due thereon on or prior to the Cut-Off Date), all payments of interest accruing on each Initial Home Equity Loan after the applicable Cut-Off Date therefor (other than any interest payments due thereon on or prior to the Cut-Off Date) and all other proceeds received in respect of such Initial Home Equity Loans, (b) the Subsequent Home Equity Loans listed on Schedule I to any Subsequent Transfer Agreement, including the related Files that the Issuer causes to be delivered to the Indenture Trustee pursuant to a Subsequent Transfer Loan Agreement, all payments of principal received, collected or otherwise recovered after the applicable Subsequent Cut-Off Date for each Subsequent Home Equity Loan (other than any principal payments due thereon on or prior to the Subsequent Cut-Off Date), all payments of interest accruing on each Subsequent Home Equity Loan after the applicable Subsequent Cut-Off Date therefor (other than any interest payments due thereon on or prior to the Subsequent Cut-Off Date) and all other proceeds received in respect of such Subsequent Home Equity Loans, (c) the Financial Guaranty Insurance Policy, (d) the Insurance Policies, (e) all cash, instruments or other property held or required to be deposited in the Principal and Interest Account, the Depositor has acquired Note Account, the Stack II Mortgage Loans from Pre-Funding Account, the Seller Capitalized Interest Account and at the Closing Date is Policy Payments Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the owner Principal and Interest Account, which income shall belong to and be for the account of the Stack II Mortgage Loans Seller, and not including any income on funds deposited in, or investments made with funds deposited in, the Note Account, the Pre-Funding Account or the Capitalized Interest Account, which income shall belong to and be for the account of the Issuer), and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure (x) the payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The foregoing conveyance is made in trust to secure the payment of principal and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such pledge, accepts the Trust Estate hereunder in accordance with the provisions hereof and the other related property being conveyed by Indenture Trustee agrees to perform the Depositor duties herein to the Trustee under best of its ability to the Stack II Agreement on behalf end that the interests of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans Owners may be adequately and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreementeffectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates (other than any Underlying Interests) from the Securities Administrator Trust Fund as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor, the Trustee, the Securities Administrator Trustee and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting shall elect that portion of the Trust Fund relating (other than (i) the Pool 1-2 Basis Risk Reserve Fund and the Pool 3-4 Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Stack Class P Certificates and the Class P Reserve Funds, (iii) the X-I Component Account and Class X-II Account, (iv) the assets of the Grantor Trusts established pursuant to Section 5.02(m), (v) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (vi) the Swap Agreement and the Supplemental Interest Trust, (vii) the right to receive FPD Premiums and EPD Premiums and (viii) the Lower Tier Interests) be treated for federal income tax purposes as comprising fifteen real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “SWAP REMIC,” “REMIC I-1,” “REMIC I-2,” “REMIC II-AX,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC II-4,” “REMIC II-5,” “REMIC II-6,” “REMIC II-7,” “REMIC II-8,” “REMIC II-9,” “REMIC II-10”and “REMIC II-11”). Each Group I Certificate and each Class X-I Certificate represents ownership of one or more regular interests in REMIC I-2 for purposes of the REMIC Provisions. In addition, (i) each Group I Certificate (other than the Class M8-I and Class M9-I Certificates) represents the right to receive payments with respect to Excess Interest and (ii) each Group I Certificate represents the obligation to make payments in respect of Class I-I Shortfalls. In addition, the Class X-I Certificates represent the right to receive FPD Premiums and EPD Premiums with respect to Pool 1, Pool 1C and Pool 2. Each Group II Certificate (other than any Exchange Class or Exchangeable Class) and each Class X-II Certificate represents ownership of one or more regular interests in REMIC II-11 for purposes of the REMIC Provisions. In addition, (i) each Group II Certificate (other than any Exchange Class or Exchangeable Class) represents the right to receive payments with respect to Excess Interest and the obligation to make payments in respect of Class I-II Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each REMIC for purposes of the REMIC Provisions. Each Grantor Trust Certificate (other than any Exchange Class) represents a beneficial interest in a Grantor Trust holding the related Underlying Interest and certain other assets for the benefit of the Grantor Trust Certificates. The Depositor has duly authorized Each Exchange Class or Exchangeable Class represents a beneficial interest in a grantor trust created under the execution and delivery of Exchange Trust Agreement holding the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Underlying REMIC Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for shall elect that the Depositor's transfer to the Issuing Entity Trust Fund (exclusive of the Stack II Mortgage Loans Pledged Assets) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”, and the “Upper-Tier” or “Master” REMIC”). Each Certificate, other related than the Class A-R Certificate, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC shall hold as assets all property constituting that portion of the Trust Fund relating to (except for any Pledged Assets). Each Lower Tier REMIC Interest (other than the Stack II CertificatesClass LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Depositor has duly authorized latest possible maturity date of all REMIC regular interests created in this Agreement shall be the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date. The terms Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and conditions relating to the issuance of the Stack II Certificates are Corresponding Mortgage Pools as set forth in the Stack II Agreement.following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] On each Distribution Date, the Available Funds from each Mortgage Pool shall be distributed with respect to its corresponding Lower-Tier REMIC Interests in the following manner:

PRELIMINARY STATEMENT. The Depositor Seller has acquired the Mortgage Loans from the Mortgage Loan Seller and at on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor Seller has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to in exchange for the Certificates. All covenants and agreements made by the Seller in Seller, the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the DepositorSeller, the Trustee, the Securities Administrator and the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit and security of the Holders from time to time of the CertificatesCertificateholders. The DepositorSeller, the Trustee, the Securities Administrator Mortgage Loan Seller and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund trusts created herebyhereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the The Trustee under the Stack II Agreement on behalf of the Issuing Entity Trust shall make an election for inclusion in the assets constituting the Trust FundFund to be treated for federal income tax purposes as a REMIC. On the Closing Date, all the Depositor Classes of Certificates (other than the Class R Certificates) will acquire be designated "regular interests" in the Stack II REMIC and the Class R Certificates from will be designated the Securities Administrator as consideration "residual interest" in the REMIC. As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,996,677,711. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the Depositor's transfer to benefit of Certificateholders under the Issuing Entity of Mortgage Loan Purchase Agreement and this Agreement. However, the Stack II Mortgage Loans Loan Seller and the other related property constituting that portion of Seller will hereunder absolutely assign, and as a precautionary matter grant a security interest in and to, its rights, if any, in the Trust Fund relating and the Mortgage Loans to the Stack II Certificates. The Depositor has duly authorized Trustee on behalf of Certificateholders to ensure that the execution and delivery interest of the Stack II Agreement to provide for Certificateholders hereunder in the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreementis fully protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor it to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trust Fund, as consideration for the Depositor's its transfer to the Issuing Entity Trust Fund of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Trustee herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee shall elect that the Stack II Mortgage Loans Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposes 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 “Upper Tier REMIC”). Each Certificate, other than the Class X Certificate, the Class P Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificate represents ownership of a regular interest in REMIC 2. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Seller and at the Closing Date is the owner Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the Stack II Mortgage Loans sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf Upper Tier REMIC for purposes of the Issuing Entity REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions. REMIC 3 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the other related several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property constituting that portion of the Trust Fund relating to other than the Stack II CertificatesLower Tier Interests in REMIC 1, REMIC 2 and REMIC 3, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X Cap. The Depositor has duly authorized the execution and delivery startup day for each REMIC created hereby for purposes of the Stack II Agreement to provide REMIC Provisions is the Closing Date. In addition, for the conveyance to the Issuing Entity purposes of the Stack II Mortgage Loans REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and the other related property constituting that portion REMIC 4, and for purposes of the Trust Fund relating to interpreting the Stack II Certificates. The terms and conditions relating to the issuance provisions of the Stack II Certificates are Agreement concerning REMIC administration set forth in Article X hereof, the Stack II Agreementfollowing terms have the meanings set forth below.

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

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

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor has acquired will acquire the Mortgage Loans from the Seller and at the Closing Date is will be the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator Trustee as consideration for the Depositor's ’s transfer to the Issuing Entity Trust Fund of the Mortgage Loans Loans, and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity Trustee of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the CertificatesFund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and all covenants and agreements made by the Depositor, the TrusteeMaster Servicer, the Securities Administrator Administrator, SPS and the Master Servicer herein Trustee herein, with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the TrusteeMaster Servicer, the Securities Administrator Administrator, SPS and the Master Servicer Trustee are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewithAs provided herein, the Depositor has acquired Trustee will make an election to treat the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner segregated pool of assets consisting of the Stack II Mortgage Loans and the certain other related property being conveyed by assets 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 1.” The Class R-1 Interest will represent the Depositor to the Trustee under the Stack II Agreement on behalf sole class of “residual interests” in REMIC 1 for purposes of the Issuing Entity for inclusion in REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the Trust Fund. On the Closing Datedesignation, the Depositor will acquire initial Uncertificated Class Principal Amount and the Stack II Certificates from the Securities Administrator as consideration Uncertificated REMIC 1 Interest Rate for the Depositor's transfer to the Issuing Entity each of the Stack II Mortgage Loans and “regular interests” in REMIC 1 (the other related property constituting that portion “REMIC 1 Regular Interests”). None of the Trust Fund relating to the Stack II CertificatesREMIC 1 Regular Interests will be certificated. The Depositor has duly authorized the execution and delivery latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the Stack II Agreement to provide for REMIC 1 Regular Interests will be the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II CertificatesLatest Possible Maturity Date as defined herein. The terms and conditions relating to the issuance of the Stack II Certificates are set forth in the Stack II Agreement.1-A-1 $ 57,891,000.00 (1 ) 2-A-1 $ 76,000,000.00 (1 ) 2-A-2 $ 25,333,000.00 (1 ) 2-A-3 $ 10,305,000.00 (1 ) 2-A-4 $ 59,711,000.00 (1 ) 2-A-5 $ 19,904,000.00 (1 ) 1-B $ 5,344,109.81 (1 ) 2-B $ 17,652,621.33 (1 )

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