Exhibit 4.1



 Exhibit 4.1 
  

 FBR SECURITIZATION, INC., 
 as Depositor 
  
 MHC I, INC., 
 as Seller 
  
 [ - ], 
 as
Servicer 
  
 [ - ], 
 as Securities Administrator and as Master Servicer 
  
 and 
  
 [ - ], 
 as Trustee 
  

  
 POOLING AND SERVICING AGREEMENT 
  
 Dated as of
            , 200   
  

  
 FBR Securitization Trust 200  -  

 Mortgage-Backed Certificates, Series 200  -   
  








 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page


	 ARTICLE I DEFINITIONS AND INTERPRETATION
	  	6
				
	 	 	SECTION 1.1	  	Definitions.	  	6
	 	 	SECTION 1.2	  	Calculations With Respect to the Mortgage Loans.	  	36
	 	 	SECTION 1.3	  	Calculations With Respect to Accrued Interest.	  	36
	 	 	SECTION 1.4	  	Rules of Construction.	  	37
		
	 ARTICLE II CONVEYANCE OF MORTGAGE LOANS
	  	37
				
	 	 	SECTION 2.1	  	Conveyance of Mortgage Loans to the Depositor.	  	37
	 	 	SECTION 2.2	  	Conveyance of Mortgage Loans to the Issuing Entity.	  	38
	 	 	SECTION 2.3	  	Assignment of Mortgage Loans.	  	39
	 	 	SECTION 2.4	  	Books and Records.	  	39
	 	 	SECTION 2.5	  	Review of Documentation.	  	40
	 	 	SECTION 2.6	  	Execution and Delivery of Certificates.	  	41
	 	 	SECTION 2.7	  	Representations and Warranties with Respect to the Mortgage Loans.	  	41
	 	 	SECTION 2.8	  	Optional Repurchase.	  	43
	 	 	SECTION 2.9	  	Repurchase of Mortgage Loans.	  	43
	 	 	SECTION 2.10	  	Substitution of Mortgage Loans.	  	43
	 	 	SECTION 2.11	  	Granting Clause.	  	45
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	47
				
	 	 	SECTION 3.1	  	Representations and Warranties of the Seller.	  	47
	 	 	SECTION 3.2	  	Representations and Warranties of the Depositor.	  	49
	 	 	SECTION 3.3	  	Representations and Warranties of the Servicer.	  	50
	 	 	SECTION 3.4	  	Representations and Warranties of the Master Servicer and Securities Administrator.	  	52
		
	 ARTICLE IV SERVICING OF THE MORTGAGE LOANS
	  	54
				
	 	 	SECTION 4.1	  	General.	  	54
	 	 	SECTION 4.2	  	Use of Subservicers and Subcontractors.	  	56
	 	 	SECTION 4.3	  	Collection of Mortgage Loan Payments.	  	57
	 	 	SECTION 4.4	  	Realization Upon Defaulted Mortgage Loans.	  	57
	 	 	SECTION 4.5	  	Establishment of and Deposits to Custodial Account.	  	58
	 	 	SECTION 4.6	  	Permitted Withdrawals From Custodial Account.	  	60
	 	 	SECTION 4.7	  	Establishment of and Deposits to Escrow Account.	  	61
	 	 	SECTION 4.8	  	Permitted Withdrawals From Escrow Account.	  	61
	 	 	SECTION 4.9	  	Payment of Taxes, Insurance and Other Charges.	  	62
	 	 	SECTION 4.10	  	Transfer of Custodial Account or Escrow Account.	  	62
	 	 	SECTION 4.11	  	Mortgaged Property Insurance.	  	63
	 	 	SECTION 4.12	  	Blanket Mortgage Hazard Insurance.	  	64
	 	 	SECTION 4.13	  	Fidelity Bond and Errors and Omissions Insurance.	  	65
	 	 	SECTION 4.14	  	Restoration of Mortgaged Property.	  	65
	 	 	SECTION 4.15	  	Title, Management and Disposition of REO Property.	  	66
	 	 	SECTION 4.16	  	Mortgage Loan Reports; Real Estate Owned Reports.	  	67
	 	 	SECTION 4.17	  	Adjustable Rate Mortgage Loans.	  	68
	 	 	SECTION 4.18	  	Prepayment Premiums.	  	69
	 	 	SECTION 4.19	  	Credit Reporting; Gramm Leach Bliley Act.	  	69
	 	 	SECTION 4.20	  	Transfers of Mortgaged Property.	  	70
	 	 	SECTION 4.21	  	Satisfaction and Release of Mortgage Files.	  	70

  

 i 








 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page


	 	 	SECTION 4.22	  	Superior Liens.	  	72
	 	 	SECTION 4.23	  	Servicer Compensation.	  	72
	 	 	SECTION 4.24	  	Servicer Remittances.	  	73
		
	 ARTICLE V REPORTS
	  	74
				
	 	 	SECTION 5.1	  	Assessment of Compliance and Attestation Reports.	  	74
	 	 	SECTION 5.2	  	Annual Compliance Statement.	  	74
	 	 	SECTION 5.3	  	Back-Up SOX Certification.	  	74
	 	 	SECTION 5.4	  	Commission Reporting.	  	75
	 	 	SECTION 5.5	  	Distribution Date Report.	  	78
	 	 	SECTION 5.6	  	Subservicers and Subcontractors.	  	80
	 	 	SECTION 5.7	  	Additional Information.	  	81
	 	 	SECTION 5.8	  	Intention of the Parties and Interpretation.	  	81
	 	 	SECTION 5.9	  	Indemnification.	  	81
		
	 ARTICLE VI THE SERVICER
	  	82
				
	 	 	SECTION 6.1	  	Limitation on Resignation and Assignment by Servicer.	  	82
	 	 	SECTION 6.2	  	Examination Rights; Additional Information.	  	82
	 	 	SECTION 6.3	  	Servicer as Bailee.	  	83
	 	 	SECTION 6.4	  	Termination of the Servicer without Cause.	  	84
	 	 	SECTION 6.5	  	Servicer Events of Default.	  	84
	 	 	SECTION 6.6	  	Waiver of Defaults.	  	86
	 	 	SECTION 6.7	  	Servicer Covenants.	  	86
	 	 	SECTION 6.8	  	Indemnification.	  	87
	 	 	SECTION 6.9	  	Opinion.	  	87
		
	 ARTICLE VII MASTER SERVICER
	  	87
				
	 	 	SECTION 7.1	  	Duties of the Master Servicer.	  	87
	 	 	SECTION 7.2	  	Assignment or Delegation of Duties by the Master Servicer.	  	89
	 	 	SECTION 7.3	  	Fidelity Bond and Errors and Omission Policy.	  	89
	 	 	SECTION 7.4	  	Compensation to the Master Servicer.	  	89
	 	 	SECTION 7.5	  	Merger or Consolidation.	  	90
	 	 	SECTION 7.6	  	Examination Rights.	  	90
	 	 	SECTION 7.7	  	Resignation of Master Servicer.	  	90
	 	 	SECTION 7.8	  	Master Servicer to Act as Servicer; Appointment of Successor.	  	91
	 	 	SECTION 7.9	  	Master Servicer Events of Default; Appointment of Successor.	  	93
	 	 	SECTION 7.10	  	Waiver of Defaults.	  	96
	 	 	SECTION 7.11	  	Notification of Master Servicer Default.	  	96
	 	 	SECTION 7.12	  	Limitation on Liability of the Master Servicer.	  	96
	 	 	SECTION 7.13	  	Master Servicer Covenants.	  	97
	 	 	SECTION 7.14	  	Assignment or Delegation of Duties by Master Servicer.	  	97
	 	 	SECTION 7.15	  	Indemnification.	  	98
	 	 	SECTION 7.16	  	Opinion.	  	98
		
	 ARTICLE VIII THE SECURITIES ADMINISTRATOR
	  	98
				
	 	 	SECTION 8.1	  	Duties of the Securities Administrator.	  	98
	 	 	SECTION 8.2	  	Records.	  	99
	 	 	SECTION 8.3	  	Compensation.	  	99
	 	 	SECTION 8.4	  	No Joint Venture.	  	99
	 	 	SECTION 8.5	  	Other Activities of Securities Administrator and the Depositor.	  	100
	 	 	SECTION 8.6	  	Certain Matters Affecting the Securities Administrator.	  	100

  

 ii 








 TABLE OF CONTENTS 
  

							
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	 	 	SECTION 8.7	  	Securities Administrator Not Liable for Certificates or Mortgage Loans.	  	101
	 	 	SECTION 8.8	  	Securities Administrator May Own Certificates.	  	102
	 	 	SECTION 8.9	  	Eligibility Requirements for the Securities Administrator.	  	102
	 	 	SECTION 8.10	  	Resignation and Removal of the Securities Administrator.	  	102
	 	 	SECTION 8.11	  	Successor Securities Administrator.	  	103
	 	 	SECTION 8.12	  	Merger or Consolidation of Securities Administrator.	  	103
	 	 	SECTION 8.13	  	Limitation of Liability.	  	104
	 	 	SECTION 8.14	  	Opinion.	  	104
		
	 ARTICLE IX CONCERNING THE TRUSTEE
	  	105
				
	 	 	SECTION 9.1	  	Duties of Trustee.	  	105
	 	 	SECTION 9.2	  	Rights of Trustee.	  	106
	 	 	SECTION 9.3	  	Trustee Not Liable for Certificates.	  	107
	 	 	SECTION 9.4	  	Trustee May Own Certificates.	  	107
	 	 	SECTION 9.5	  	Eligibility Requirements for Trustee.	  	107
	 	 	SECTION 9.6	  	Resignation and Removal of Trustee.	  	108
	 	 	SECTION 9.7	  	Successor Trustee.	  	108
	 	 	SECTION 9.8	  	Merger or Consolidation of Trustee.	  	109
	 	 	SECTION 9.9	  	Appointment of Co-Trustee or Separate Trustee.	  	109
	 	 	SECTION 9.10	  	Indemnification of Trustee.	  	111
	 	 	SECTION 9.11	  	Fees and Expenses of Trustee.	  	111
		
	 ARTICLE X TRUST ADMINISTRATION
	  	111
				
	 	 	SECTION 10.1	  	Distribution Account.	  	111
	 	 	SECTION 10.2	  	Reserve Account	  	114
	 	 	SECTION 10.3	  	Calculation of LIBOR.	  	115
	 	 	SECTION 10.4	  	Cap Agreement.	  	115
	 	 	SECTION 10.5	  	Priorities of Distribution.	  	115
	 	 	SECTION 10.6	  	Allocation of Realized Losses.	  	117
	 	 	SECTION 10.7	  	REMIC Distributions.	  	118
	 	 	SECTION 10.8	  	Indemnification.	  	120
		
	 ARTICLE XI THE CERTIFICATES
	  	121
				
	 	 	SECTION 11.1	  	The Certificates.	  	121
	 	 	SECTION 11.2	  	Certificate Register; Registration of Transfer and Exchange of Certificates.	  	122
	 	 	SECTION 11.3	  	Mutilated, Destroyed, Lost or Stolen Certificates.	  	127
	 	 	SECTION 11.4	  	Persons Deemed Owners.	  	127
	 	 	SECTION 11.5	  	Access to List of Certificateholders’ Names and Addresses.	  	127
	 	 	SECTION 11.6	  	Maintenance of Office or Agency.	  	128
	 	 	SECTION 11.7	  	Limitation on Rights of Holders.	  	128
	 	 	SECTION 11.8	  	Acts of Holders of Certificates.	  	129
		
	 ARTICLE XII THE DEPOSITOR
	  	130
				
	 	 	SECTION 12.1	  	Liabilities of the Depositor.	  	130
	 	 	SECTION 12.2	  	Merger or Consolidation of the Depositor.	  	130
	 	 	SECTION 12.3	  	Limitation on Liability of the Depositor and Others.	  	130
		
	 ARTICLE XIII TERMINATION
	  	131
				
	 	 	SECTION 13.1	  	Termination upon Liquidation or Purchase of all Mortgage Loans.	  	131
	 	 	SECTION 13.2	  	Final Distribution on the Certificates.	  	132
	 	 	SECTION 13.3	  	Additional Termination Requirements.	  	132

  

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 TABLE OF CONTENTS 
  

							
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	 ARTICLE XIV REMIC ADMINISTRATION
	  	133
				
	 	 	SECTION 14.1	  	REMIC Administration.	  	133
	 	 	SECTION 14.2	  	Prohibited Transactions and Activities.	  	136
	 	 	SECTION 14.3	  	Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status.	  	136
		
	 ARTICLE XV AMENDMENT
	  	137
				
	 	 	SECTION 15.1	  	Without Consent of the Certificateholders.	  	137
	 	 	SECTION 15.2	  	With Consent.	  	137
	 	 	SECTION 15.3	  	Procedure and Notice.	  	138
		
	 ARTICLE XVI MISCELLANEOUS PROVISIONS
	  	138
				
	 	 	SECTION 16.1	  	Binding Nature of Agreement; Assignment.	  	138
	 	 	SECTION 16.2	  	Entire Agreement.	  	138
	 	 	SECTION 16.3	  	Counterparts.	  	139
	 	 	SECTION 16.4	  	Provision of Information.	  	139
	 	 	SECTION 16.5	  	Governing Law.	  	139
	 	 	SECTION 16.6	  	Notices.	  	139
	 	 	SECTION 16.7	  	Severability of Provisions.	  	141
	 	 	SECTION 16.8	  	No Waivers.	  	141
	 	 	SECTION 16.9	  	Headings Not to Affect Interpretation.	  	141
	 	 	SECTION 16.10	  	No Petitions.	  	141
	 	 	SECTION 16.11	  	Certificates Fully Paid and Nonassessable.	  	142
	 	 	SECTION 16.12	  	Protection of Assets.	  	142

  

 iv 









			
	 EXHIBITS

		
	 Exhibit A
	  	 Information Fields for ML Schedule

	 Exhibit B
	  	 Contents of each Mortgage File

	 Exhibit C
	  	 Form of Request for Release

	 Exhibit D
	  	 Form of Realized Gains and Losses

	 Exhibit E
	  	 Standard Layout for Monthly Defaulted Loan Report

	 Exhibit F
	  	 Credit Reporting Procedure

	 Exhibit 1122
	  	 Servicing Criteria

	 Exhibit SOX
	  	 Sarbanes Oxley Certificate

	 Exhibit G-1
	  	 Form of Class A Certificate

	 Exhibit G-2
	  	 Form of Class M Certificate

	 Exhibit G-3
	  	 Form of Class C Certificate

	 Exhibit G-4
	  	 Form of Class P Certificate

	 Exhibit G-5
	  	 Form of Class R Certificate

	 Exhibit G-6
	  	 Form of Class RX Certificate

	 Exhibit H
	  	 Form of Transferor Certificate

	 Exhibit I-1
	  	 Form of Investment Letter (Non-Rule 144A)

	 Exhibit I-2
	  	 Form of Investment Letter (Rule 144A)

	 Exhibit J
	  	 Form of Benefit Plan Affidavit

	 Exhibit K
	  	 Form of Residential Transfer Affidavit

	 Exhibit L
	  	 Form of Residual Transferee Agreement

	
	 SCHEDULES

		
	 Schedule A
	  	 Mortgage Loan Schedule

	 Schedule B
	  	 Representations and Warranties in respect of the Mortgage Loans

	 Schedule C
	  	 LIBOR Calculation

	 Schedule D
	  	 Purchase Agreement

	 Schedule E
	  	 Assignment and Recognition Agreement









 This POOLING AND SERVICING AGREEMENT, dated as of
                    , 200  , is by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the
“Depositor”), MHC I, INC., a Delaware corporation, as seller (the “Seller”), [ - ], a [national banking association], as servicer (the “Servicer”), [ - ], a [national banking association], as
securities administrator (the “Securities Administrator”) and as master servicer (the “Master Servicer”), and [ - ], a [national banking association], as trustee (the “Trustee”). 
  
 PRELIMINARY STATEMENT 
  
 WHEREAS, the Seller seeks to sell to the Depositor and the Depositor seeks to
purchase from the Seller all of the right, title and interest of the Seller in certain adjustable-rate first [and second] lien mortgage loans and fixed-rate first [and second] lien mortgage loans identified in Schedule A hereto on a
servicing-released basis pursuant to this Agreement; 
  
 WHEREAS,
the Seller will make representations and warranties as set forth herein with respect to the Mortgage Loans and will assign to the Depositor certain representations and warranties that the Seller has received with respect to such Mortgage Loans;

  
 WHEREAS, at the Closing Date the Depositor will be the owner
of the Mortgage Loans and the other property being conveyed and assigned by it to the Issuing Entity hereunder for inclusion in the Trust Fund on the Closing Date; 
  
 WHEREAS, on the Closing Date, the Depositor will transfer to the Issuing Entity the Mortgage Loans and the other property
constituting the Trust Fund, and the Issuing Entity will issue the Certificates evidencing the entire interest in the Issuing Entity; 
  
 WHEREAS, the Depositor will receive the Certificates in consideration for the Mortgage Loans and other property being conveyed and assigned by it to the
Issuing Entity and will sell the Certificates to various purchasers. 
  
 WHEREAS, the Servicer is willing to service the Mortgage Loans for the benefit of the Issuing Entity; 
  
 WHEREAS, the Master Servicer is willing to master service the Mortgage Loans for the benefit of the Issuing Entity; 
  
 WHEREAS, the Securities Administrator is willing to provide certain services
and reports with respect to the Certificates; and 
  
 WHEREAS, the
descriptions of REMIC I, REMIC II, REMIC III and REMIC IV that follow are part of the Preliminary Statement. 
  

 1 








 REMIC I 
  
 As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related
assets subject to this Agreement (but exclusive of the Reserve Account, the Non-Mortgagor Prepayment Premium Payment Amount and the Cap 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 Class R-I Interest will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. 
  

								
	Designation      

	 	Uncertificated REMIC I
Pass-Through Rate

	 	 Initial
 Uncertificated Balance

	 	 Latest Possible
 Maturity Date(1)


	LTAA	 	Variable(2)	 	$	 	 	[ - ]
	LTA	 	Variable(2)	 	$	 	 	[ - ]
	LTM1	 	Variable(2)	 	$	 	 	[ - ]
	LTM2	 	Variable(2)	 	$	 	 	[ - ]
	LTZZ	 	Variable(2)	 	$	 	 	[ - ]
	LTP	 	Variable(2)	 	$	100.00	 	[ - ]



	(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest. 


	(2)	Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein. 

  

 2 








 REMIC II 
  
 As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as
a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” The Class R-II Interest will represent the sole class of “residual interests” in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Principal Balance or Uncertificated Principal Balance, as the case may be and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Classes of Certificates and Uncertificated REMIC II Regular Interests. The Class A Certificates and Class M Certificates will be
certificated. The Class C Interest and the Class P Interest will not be certificated. 
  

								
	 Designation

	 	Pass-Through Rate

	 	 Initial Certificate Principal
 or
 Uncertificated
Principal
Balance

	 	 Latest Possible
 Maturity Date(1)


	Class A Certificate	 	Variable(2)	 	$	 	 	[ - ]
	Class M-1 Certificate	 	Variable(2)	 	$	 	 	[ - ]
	Class M-2 Certificate	 	Variable(2)	 	$	 	 	[ - ]
	Class C Interest	 	Variable(3)	 	$	 	 	[ - ]
	Class P Interest	 	N/A(4)	 	$	100.00	 	[ - ]



	(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage
Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC II and each Uncertificated REMIC II
Regular Interest. 


	(2)	Calculated in accordance with the definition of “Pass-Through Rate” herein.



	(3)	The Class C Interest (i ) will have an initial Uncertificated Principal Balance equal to
$             and (ii) will bear interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time. The Class C Interest
will not accrue interest on its Uncertificated Principal Balance. 


	(4)	The Class P Interest will not accrue interest. 

  

 3 








 REMIC III 
  
 As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class RX-III Interest represents the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. 

 
 The following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the Class C Certificates that represents a “regular interest” in REMIC III created hereunder: 
  

								
	Class Designation

	 	Pass-Through Rate

	 	 Initial Certificate
 Principal Balance

	 	 Latest Possible
 Maturity Date(1)


	Class C Certificate	 	Variable(2)	 	$	 	 	[ - ]



	(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates. 


	(2)	The Class C Certificates will receive 100% of amounts received in respect of the Class C
Interest. 

  

 4 








 REMIC IV 
  
 As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class RX-IV Interest represents the sole class of “residual interests” in REMIC IV for purposes of the REMIC Provisions. 
  
 The following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the Class P Certificates that represents a “regular interest” in REMIC IV created hereunder: 
  

								
	Class Designation

	 	Pass-Through Rate

	 	 Initial Certificate
 Principal Balance

	 	 Latest Possible
 Maturity Date(1)


	Class P Certificate	 	N/A(2)	 	$	100.00	 	[ - ]



	(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates. 


	(2)	The Class P Certificates will receive 100% of amounts received in respect of the Class P
Interest. 

  
 NOW THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows: 
  

 5 








 ARTICLE I 
 DEFINITIONS AND INTERPRETATION 
  
 SECTION 1.1 Definitions. 
  
 Whenever used in
this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.1. 
  
 Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer, and in
accordance with the applicable state, local and federal laws, rules and regulations. 
  
 Accepted Servicing Practices: The servicing and administration of the Mortgage Loans for which the Servicer is responsible hereunder: 
  
 (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Servicer generally
services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional residential mortgage lenders servicing their own
loans, or (ii) held in the Servicer’s own portfolio, whichever standard is higher; 
  
 (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Issuing Entity or any Person to which the Mortgage Loans may be transferred by the
Issuing Entity; 
  
 (c) without regard to (i) any
relationship that the Servicer or any affiliate thereof may have with the related Mortgagor or any other party to the transactions, (ii) the right of the Servicer to receive compensation or other fees for its services rendered pursuant to this
Agreement, (iii) the obligations of the Servicer to make Monthly Advances and Servicing Advances, (iv) the ownership, servicing or management by the Servicer or any affiliate thereof for others of any other mortgage loans or mortgaged
properties, and (v) any debt the Servicer or any of its affiliates has extended to any mortgagor; and 
  
 (d) in accordance with the applicable state, local and federal laws, rules and regulations. 
  
 Accountant: A person engaged in the practice of accounting who (except when this Agreement provides that an
Accountant must be Independent) may be employed by or affiliated with a party hereto or an Affiliate thereof. 
  
 Adjustable Rate Mortgage Loan: A Mortgage Loan that contains a provision pursuant to which the Mortgage Rate is adjusted periodically. 

 

 6 








 Adjusted Net Mortgage Rate: With respect to each Mortgage Loan, a rate equal to the per annum
Mortgage Rate less the sum of the (i) Servicing Fee Rate and (ii) the Master Servicing Fee Rate. 
  
 Adjustment Date: As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Rate is adjusted in accordance with the terms of the
related Mortgage Note and Mortgage. 
  
 Advance: Any
Monthly Advance or Servicing Advance. 
  
 Adverse REMIC
Event: As defined in Section 14.1(f). 
  
 Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
  
 Aggregate Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (i) the Principal Proceeds and (ii) the Overcollateralization Release Amount. 
  
 Agreement: This Pooling and Servicing Agreement, including all
exhibits and schedules hereto, and all amendments or supplements hereto. 
  
 Applied Loss Amount: As defined in Section 10.6(a). 
  
 Appraised Value: With respect to any Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the
origination of the related Mortgage Loan as the value of the related Mortgaged Property, or (b) the amount paid by the Mortgagor for the Mortgaged Property, provided, however, that in the case of a refinanced Mortgage Loan or a
Mortgage Loan that was not originated in connection with the borrower’s purchase of the Mortgaged Property, such value shall be based solely on the appraisal made in connection with the origination of such Mortgage Loan. 
  
 Assessment of Compliance: As defined in Section 5.1. 

 
 Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to the Trustee, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties in the same jurisdiction, if permitted by law. 
  
 Assignment and Recognition Agreement: The Assignment and Recognition Agreement, dated as of
                    , 20    , by and among the Seller, as the assignor, the Issuing Entity as the assignee, and the
Originator, attached hereto as Schedule E. 
  

 7 








 Attestation Report: As defined in Section 5.1. 
  
 Available Funds: For each Distribution Date, the sum of the Principal
Proceeds and the Interest Proceeds for such Distribution Date. 
  
 Backup SOX Certification: As defined in Section 5.3. 
  
 Bankruptcy Code: The United States Bankruptcy Code of 1986, as amended, as codified in 11 U.S.C. §§ 101-1330. 
  

Benefit Plan Affidavit: An affidavit in substantially the form attached hereto as Exhibit J. 
  
 Book-Entry Certificates: Each Class of Certificates other than the
Class C, P, R and RX Certificates. 
  
 Business Day: Any
day other than (a) a Saturday or a Sunday or (b) a day on which banking institutions in the states of [ - ] and [ - ] are authorized or obligated by law or executive order to be closed. 
  
 Cap Agreement: The agreement entered into by and between the Trustee
and the Cap Provider, dated as of [ - ], providing for certain payments to be made to the Securities Administrator on behalf of the Issuing Entity. 
  
 Cap Payment: The aggregate of all payments received by the Securities Administrator from the Cap Provider on a Distribution Date pursuant to the
Cap Agreement. 
  
 Cap Provider: [ - ] 
  
 Certificate: Any one of the mortgage-backed certificates issued
pursuant to this Agreement executed by the Trustee in substantially the forms attached hereto as Exhibit G-1 Exhibit G-2, Exhibit G-3, Exhibit G-4, Exhibit G-5 and Exhibit G-6. 
  
 Certificate Principal Balance: With respect to any Class of
Certificates other than the Class C, R and RX Certificates and any Distribution Date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal balance of such
Class of Certificates as of the Closing Date minus the sum of (a) all distributions of principal previously made with respect that Class of Certificates and (b) all Applied Loss Amounts previously allocated to that Class of
Certificates and increased by any Subsequent Recoveries allocated to such Class for previous Distribution Dates. With respect to each Class C Certificate as of any Distribution Date, the Percentage Interest evidenced by such Certificate times the
Uncertificated Principal Balance of the Class C Interest. For purposes of Article VIII hereof, unless specifically provided to the contrary, the Certificate Principal Balance shall be determined as of the close of business of the immediately
preceding Distribution Date, after giving effect to all distributions made on such Distribution Date. 
  

 8 








 Certificateholder or Holder: With respect to a Book-Entry Certificate, the beneficial owner of
such Book-Entry Certificate, and with respect to a Definitive Certificate, the Holder of such Definitive Certificate and in whose name a Certificate is registered in the Certificate Register. 
  
 Certificate Registrar The Person appointed to maintain the Certificate
Register. 
  
 Certificate Register: The register
maintained pursuant to Section 11.2. 
  
 Class: All
Certificates bearing the same class designation as set forth in the Preliminary Statement. In the case of the REMIC Regular Interests, the term “Class” refers to such REMIC Regular Interests having the same designation as set forth in the
Preliminary Statement. 
  
 Class A Certificates: The
FBR Securitization Trust 200  -   Mortgage-Backed Certificates, Series 200  -  , Class A Certificates having an initial Certificate Principal Balance and Pass-Through Rate as
set forth herein and representing (i) a Regular Interest in REMIC II and (ii) the right to receive amounts in respect of its related Net WAC Cap Carryover Amount. 
  
 Class C Certificates: The FBR Securitization Trust 200  -   Mortgage-Backed
Certificates, Series 200  -  , Class C Certificates having an initial Certificate Principal Balance, a Notional Amount and associated Pass-Through Rate as set forth herein and representing (i) a Regular
Interest in REMIC III, and (ii) the obligation to pay the Net WAC Cap Carryover Amount. 
  
 Class C Distributable Amount: With respect to any Distribution Date and the Class C Interest, the sum of (i) the interest accrued on such Class C Interest at its Pass-Through Rate calculated on its
Notional Amount less the amount (without duplication) of Net WAC Cap Carryover Amounts paid pursuant to Section 10.5(a)(iii)(E), (ii) any remaining Aggregate Overcollateralization Release Amounts and (iii) the aggregate of amounts
remaining in the Reserve Account after the distributions in Section 10.5(a)(iii)(D), as specified in Section 10.2(b)(i) - (v). With respect to the Class C Certificate, 100% of the amount distributed to the Class C Interest. 
  
 Class C Interest: An uncertificated interest in the Trust Fund
representing the right to distributions as set forth herein and evidencing (i) a Regular Interest in REMIC II and (ii) the obligation to pay the Net WAC Cap Carryover Amount. 
  
 Class M Certificates: The Class M-1 and M-2 Certificates. 
  
 Class M Interests: The Class M-1 Interest and the Class M-2
Interest. 
  
 Class M-1 Certificates: The FBR
Securitization Trust 200  -   Mortgage-Backed Certificates, Series 200  -  , Class M-1 Certificates having an initial Certificate Principal Balance and Pass-Through Rate as set
forth herein and representing (i) a Regular Interest in REMIC II and (ii) the right to receive amounts in respect of its related Net WAC Cap Carryover Amount. 
  

 9 








 Class M-1 Principal Distribution Amount: As of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (a) the sum of (i) the aggregate Certificate Principal Balances of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution
Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (b) the lesser of (i) the product of (A) approximately [ - ]% and
(B) the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (ii) the amount by which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related
Due Period exceeds the product of (A) [ - ]% and (B) the Cut-off Date Balance of the Mortgage Loans. 
  
 Class M-2 Certificates: The FBR Securitization Trust 200  -   Mortgage-Backed Certificates, Series
200  -  , Class M-2 Certificates having an initial Certificate Principal Balance and Pass-Through Rate as set forth herein and (i) representing a Regular Interest in REMIC II and (ii) the right to receive
amounts in respect of its related Net WAC Cap Carryover Amount.. 
  
 Class M-2 Principal Distribution Amount: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the sum of (i) the aggregate Certificate Principal
Balances of the Class A and M-1 Certificates (after taking into account the payment of the Senior Principal Distribution Amount and the Class Principal Distribution Amount for the Class M-1 Certificates on such Distribution Date) and
(ii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (b) the lesser of (i) the product of (A) approximately [ - ]% and (B) the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the last day of the related Due Period and (ii) the amount by which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period exceeds the product of
(A) [ - ]% and (B) the Cut-off Date Balance of the Mortgage Loans. 
  
 Class P Certificates: The FBR Securitization Trust 200  -   Mortgage-Backed Certificates, Series 200  -  , Class P Certificates having an
initial Certificate Principal Balance and Pass-Through Rate as set forth herein and representing a Regular Interest in REMIC IV. 
  
 Class P Interest: An uncertificated interest in the Trust Fund representing the right to distributions as set forth herein and evidencing a Regular
Interest in REMIC II. 
  
 Class Principal Distribution
Amount: With respect to each Distribution Date, each of the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount for such Distribution Date, as applicable. 
  
 Class R Certificates: The FBR Securitization Trust
200  -   Mortgage-Backed Certificates, Series 200  -  , Class R Certificates representing the Residual Interest in each of REMIC I and REMIC II. 
  
 Class R-I Interest: The uncertificated Residual Interest in REMIC I.

  
 Class R-II Interest: The uncertificated Residual
Interest in REMIC II. 
  

 10 








 Class RX Certificates: The FBR Securitization Trust 200_-_ Mortgage-Backed Certificates, Series
200_-_, Class RX Certificates representing the Residual Interest in each of REMIC III and REMIC IV. 
  
 Class RX-III Interest: The uncertificated Residual Interest in REMIC III. 
  
 Class RX-IV Interest: The uncertificated Residual Interest in REMIC IV. 
  
 Clean-up Call: The termination of the Issuing Entity in connection
with the purchase of the Mortgage Loans pursuant to Section 13.1.  
  
 Closing Date: [ - ]. 
  
 Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statutes thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto. 
  
 Commission: The Securities and Exchange Commission. 
  
 Compensating Interest Payment: With respect to any Distribution Date,
an amount equal to the lesser of (a) the aggregate Prepayment Interest Shortfall with respect to such Distribution Date and (b) the amount of the Servicing Fee actually paid to, or retained by, the Servicer in respect of such Distribution
Date. 
  
 Compliance Statement: As defined in
Section 5.2. 
  
 Condemnation Proceeds: All awards or
settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of
the related Mortgage Loan Documents. 
  
 Control: The
meaning specified in Section 8-106 of the UCC. 
  
 Corporate Trust Office: With respect to: 
  
 (a)
the Securities Administrator, the principal corporate trust office at which, at any particular time, its corporate trust business in connection with this Agreement shall be administered, which office, at the date of the execution of this Agreement,
is located at [ - ], or at such other address as the Securities Administrator may designate from time to time by notice to Certificateholders, the Trustee, the Depositor, the Seller, the Master Servicer and the Servicer; provided,
however, that with respect to the Securities Administrator and presentment of the Certificates for registration of transfer, exchange or final payment: [ - ]; and 
  
 (b) the Trustee, the principal office of the Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date of execution of this Agreement is located at [ - ], or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the
Securities Administrator, the Depositor, the Seller, the Master Servicer and the Servicer. 
  

 11 








 Corresponding Class: The following chart illustrates the Corresponding Classes of Uncertificated
REMIC I Regular Interests, Uncertificated REMIC II Regular Interests and Certificates: 
  

					
	 Uncertificated REMIC I
 Regular
Interest                    

	 	 Uncertificated REMIC II
 Regular
Interest                    

	 	 Class of Certificates    


	 LTA
	 	 N/A
	 	 Class A Certificate

	 LTM1
	 	 N/A
	 	 Class M-1 Certificate

	 LTM2
	 	 N/A
	 	 Class M-2 Certificate

	 LTP
	 	 Class P Interest
	 	 Class P Certificate

	 N/A
	 	 Class C Interest
	 	 Class C Certificate


  
 Cumulative Realized
Losses: The aggregate Realized Losses incurred in respect of Liquidated Mortgage Loans since the Cut-off Date, as reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date. 
  
 Cumulative Realized Loss Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, obtained by dividing (a) the aggregate amount of Cumulative Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the last day of the related Due Period by (b) the
aggregate Cut-off Balance of the Mortgage Loans. 
  
 Current
Interest: With respect to any Distribution Date and each Class of Certificates (other than the Class C, Class P, Class R and Class RX Certificates), the amount of interest, calculated in accordance with Section 1.3, accrued during the
related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Principal Balance immediately prior to such Distribution Date. 
  
 Custodial Account: The account or accounts established and maintained pursuant to Section 4.5 hereof.

  
 Custodian: [ - ], or its successor in interest or
assigns. 
  
 Cut-off Date: [ - ]. 
  
 Cut-off Date Balance: The aggregate Scheduled Principal Balance of the
Mortgage Loans as of the close of business on the Cut-off Date. 
  
 Debt Service Reduction: With respect to any Mortgage Loan, a reduction of the Scheduled Monthly Payment that the related Mortgagor is obligated to pay on any Due Date as a result of any proceeding under bankruptcy law or any similar
proceeding. 
  
 Deficient Valuation: With respect to any
Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then-outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any
Scheduled Monthly Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code. 
  

 12 








 Definitive Certificates: Any Certificate evidenced by a physical certificate and any Certificate
issued in lieu of a Book-Entry Certificate pursuant to Section 11.2(e). 
  
 Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the Trust Fund or as to which one or more Qualified Substitute Mortgage Loans are substituted therefor. 
  
 Delinquency Rate: For any Due Period, the fraction, expressed as a
percentage, the numerator of which is the aggregate Scheduled Principal Balance of all Mortgage Loans that are 60 or more days delinquent (including all foreclosures and REO Properties) as of the close of business on the last day of the preceding
calendar month, and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans as of the close of business on the last day of such calendar month. 
  
 Depositor: FBR Securitization, Inc., a Delaware corporation, or its successors in interest. 
  
 Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC of the State of
New York and registered as a “clearing agency” pursuant to Section 17A of the Exchange Act as amended. 
  
 Determination Date: With respect to any Distribution Date, the Business Day preceding the Servicer Remittance Date. 
  
 Disqualified Organization: (a) The United States, any State or
political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing; (b) any organization (other than a farmer’s cooperative as defined in Section 521 of the
Code) that is exempt from federal income taxation (including taxation under the unrelated business taxable income provisions of the Code); (c) any rural telephone or electrical service cooperative described in Section 1381(a)(2)(C) of the
Code; (d) any foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of a U.S. Person; (e) any “electing large partnership”; or (f) any other entity so designated by Treasury
rulings or regulations promulgated or otherwise in effect as of the date hereof. In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are
subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such governmental unit. 
  
 Distribution Account: The separate account established and maintained pursuant to Section 10.1. 
  
 Distribution Date: The      day of each
calendar month or if the [ - ] day is not a Business Day, the next succeeding Business Day, commencing in [ - ]. 
  
 Distribution Date Report: As defined in Section 5.5. 
  

 13 








 Due Date: The day of the month on which the Scheduled Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace, as specified in the related Mortgage Note. 
  
 Due Period: With respect to any Distribution Date and a Mortgage Loan, the period commencing on the second day of the month immediately preceding the month in which such Distribution Date occurs (or the day
following the Cut-off Date in respect of the first Due Period) and ending at the close of business on the first day of the calendar month in which such Distribution Date occurs. 
  
 EDGAR: The “Electronic Data Gathering, Analysis, and Retrieval” system of the Commission, which performs
automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the Commission. 
  
 Eligible Account: Any of (a) an account or accounts maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have
the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, (b) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC), provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a
depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such holding company) have been rated by each Rating Agency in its highest short-term rating
category, (c) a trust account or accounts maintained with (i) the trust department of a federal or state chartered depository institution or (ii) a trust company, acting in its fiduciary capacity, or (d) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee, the Securities Administrator or the Master Servicer. 
  
 Eligible Investments: Any dollar-denominated investment that is one or
more of the following (and may include investments for which the Trustee, the Securities Administrator and/or their Affiliates, or the Master Servicer and/or its Affiliates, provides services or receives compensation): 
  
 (a) cash; 
  
 (b) direct registered obligations of, and registered obligations the timely payment of principal and interest on which is
fully and expressly guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are expressly backed by the full faith and credit of the United States; 
  
 (c) demand and time deposits in, interest bearing trust accounts at,
certificates of deposit of, bankers’ acceptances payable within 183 days of issuance issued by, or Federal funds sold by any depository institution or trust company incorporated under the laws of the United 
  

 14 








 States or any state thereof and subject to supervision and examination by Federal and/or state banking authorities so
long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding
company) at the time of such investment or contractual commitment providing for such investment have a credit rating of not less than “AA+” by S&P and “Aa2” by Moody’s (and if rated “Aa2”, such rating is not on
watch for downgrade by Moody’s) in the case of long-term debt obligations, or “A-1+” by S&P and “P-1” by Moody’s (and if rated “P-1”, such rating is not on watch for downgrade by Moody’s) and in the
case of commercial paper and short-term debt obligations; provided that (i) in each case, the issuer thereof must have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of
not less than “Aa2” by Moody’s (and if rated “Aa2”, such rating is not on watch for downgrade by Moody’s) and (ii) in the case of commercial paper and short-term debt obligations with a maturity of longer than 91
days, the issuer thereof must also have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of not less than “AA+” by S&P; 
  
 (d) unleveraged repurchase obligations (if treated as debt for United States
federal income tax purposes by the issuer) with respect to (i) any security described in clause (b) above or (ii) any other registered security issued or guaranteed by an agency or instrumentality of the United States (in each case
without regard to the final maturity of such security), in either case entered into with a United States federal or state depository institution or trust company (acting as principal) described in clause (c) above or entered into with a
corporation (acting as principal) whose long-term rating at the time of such investment or contractual commitment providing for such investment is not less than “AA+” by S&P and “Aa2” by Moody’s (and if rated
“Aa2”, such rating is not on watch for downgrade by Moody’s) or whose short-term credit rating at the time of such investment or contractual commitment providing for such investment is “A-1+” by S&P and “P-1”
by Moody’s (and if rated “P-1”, such rating is not on watch for downgrade by Moody’s) at the time of such investment; provided that (A) in each case, the issuer thereof must have at the time of such investment or
contractual commitment providing for such investment a long-term credit rating of not less than “Aa2” by Moody’s (and if rated “Aa2”, such rating is not on watch for downgrade by Moody’s) and (B) if such security
has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of not less than “AA+” by S&P and “Aa2”
by Moody’s (and if rated “Aa2”, such rating is not on watch for downgrade by Moody’s); 
  
 (e) registered debt securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any
state thereof that have a credit rating at the time of such investment or contractual commitment providing for such investment of not less than “AA” by S&P and “Aa2” by Moody’s (and if rated “Aa2”, such rating
is not on watch for downgrade by Moody’s); 
  
 (f) commercial
paper or other short-term obligations with a maturity of not more than 183 days from the date of issuance and having at the time of such investment or contractual commitment providing for such investment a credit rating of “A-1+” by
S&P; provided, that (i) in each case, the issuer thereof must have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of not less than “Aa2” by

  

 15 








 Moody’s (and if rated “Aa2”, such rating is not on watch for downgrade by Moody’s) and (ii) if
such security has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of not less than “AA” by S&P;

  
 (g) Reinvestment Agreements issued by any bank (if treated as
a deposit by such bank), or a registered Reinvestment Agreement issued by any insurance company or other corporation or entity organized under the laws of the United States or any state thereof (if treated as debt for tax purposes by the issuer), in
each case, that has a credit rating of not less than “A-1+” by S&P and “P-1” by Moody’s (and if rated “P-1”, such rating is not on watch for downgrade by Moody’s); provided, that (i) in
each case, the issuer thereof must have at the time of such investment or contractual commitment providing for such investment a long-term credit rating of not less than “Aa2” by Moody’s (and if rated “Aa2”, such rating is
not on watch for downgrade by Moody’s) and (ii) if such security has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment or contractual commitment providing for such investment a long-term
credit rating of not less than “AA” by S&P; and 
  
 (h) interests in any money market fund or similar investment vehicle having at the time of investment therein the highest credit rating assigned by each of the Rating Agencies (which may include money market funds or common trust funds,
including without limitation, any fund for which the Securities Administrator or its Affiliate serves as an investment adviser, administrator, shareholder servicing agent and/or from which such party collects fees). 
  
 In each case (other than clause (a)), such Eligible Investment shall have a
final maturity (giving effect to any applicable grace period) no later than the Business Day immediately preceding the Distribution Date (or, if the Securities Administrator or an Affiliate is the obligor on such Eligible Investment, the
Distribution Date) next following the Due Period in which the date of investment occurs; provided, that, Eligible Investments may not include (i) any interest-only security, any security purchased at a price in excess of 100% of
the par value or any security that provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par, (ii) any floating rate security whose interest rate is inversely or otherwise not
proportionately related to an interest rate index or is calculated as other than the sum of an interest rate index plus a spread, (iii) securities subject to an offer, (iv) any security with a rating from S&P which includes the
subscript “p,” “pi,” “q,” “r” or “t”, or (v) any investment, the income from which is or will be subject to deduction or withholding for or on account of any withholding or similar tax.

  
 ERISA: The Employee Retirement Income Security Act of
1974, as amended. 
  
 ERISA Restricted Certificates: Any of
the Class R, Class RX, Class C and Class P Certificates and any Class of Certificates with a rating below the lowest applicable rating requirement of an exemption listed in footnote 1 of, and amended by, Prohibited Transaction Exemption
2002-41, 67 Fed. Reg. 54487 (2002), or any successor exemption. 
  
 Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Servicer pursuant to Section 4.13 or by the Master Servicer pursuant to Section 8.3. 
  

 16 








 Escrow Account: The separate account or accounts created and maintained by the Servicer pursuant
to Section 4.7 hereof. 
  
 Escrow Payments: With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other related document. 
  
 Excess Cashflow: With respect to any Distribution Date, an amount equal to Available Funds remaining after distribution of all amounts pursuant to Section 10.5(a)(i) and (ii). 
  
 Exchange Act: The Securities Exchange Act of 1934, as amended.

  
 Fannie Mae: Fannie Mae, a federally chartered and
privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. 
  
 FDIC: The Federal Deposit Insurance Corporation, or any successor thereto. 
  
 FICO: The credit score used for underwriting a Mortgage Loan. 
  
 Fidelity Bond: A fidelity bond to be maintained by the Servicer
pursuant to Section 4.13 or by the Master Servicer pursuant to Section 8.3. 
  
 Final Certification: A certification as to the completeness of each Mortgage File provided by the Custodian within 90 days following the Closing Date in accordance with Section 2.5. 
  
 Final Scheduled Distribution Date: The Distribution Date following the
month of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. 
  
 Fixed Rate Mortgage Loan: Any Mortgage Loan for which the Mortgage Rate is constant and is not determined by reference to an Index. 
  
 Formula Rate: For each Class of Certificates, a per annum rate equal
to the lesser of (i) One-Month LIBOR plus the applicable Pass-Through Margin and (ii) 14.00%. 
  
 Freddie Mac: The Federal Home Loan Mortgage Corporation (FHLMC), or any successor thereto. 
  
 Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note which is added to the Index in order to determine the related Mortgage Rate, as set forth in the Mortgage Loan Schedules. 
  
 HUD: The United States Department of Housing and Urban Development, or
any successor thereto. 
  

 17 








 Indenture: An indenture relating to the issuance of notes secured by all or a portion of the Class
C Certificates, the Class P Certificates and/or the Class R and Class RX Certificates. 
  
 Independent: When used with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such
other Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. 
  
 Index: The index specified in the related Mortgage Note for
calculation of the Mortgage Rate thereof. 
  
 Initial
Certification: A certification as to the completeness of each Mortgage File provided by the Custodian on the Closing Date in accordance with Section 2.5. 
  
 Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or
the related Mortgaged Property, if applicable, including the proceeds of any hazard or flood insurance policy. 
  
 Interest Accrual Period: With respect to any Distribution Date and each Class of Certificates (other than the Class C Certificates) and the
Uncertificated REMIC II Regular Interests (other than the Class C Interest), the period commencing on the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first
Distribution Date, the Closing Date) and ending on the close of business on the calendar day immediately preceding such Distribution Date. With respect to any Distribution Date and the Class C Certificates, the Class C Interest and the REMIC I
Regular Interests, the one month period ending on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs. 
  
 Interest Distribution Amount: For each Class of Certificates, on any Distribution Date, an amount equal to the sum of (i) the Current Interest
for such Class of Certificates for such Distribution Date, (ii) any unpaid Current Interest for such Class from a prior Distribution Date (together with any unpaid interest thereon), and (iii) interest accrued during the related Interest
Accrual Period on the amount described in clause (ii) above at the Pass-Through Rate applicable to such Class of Certificates. The Interest Distribution Amount may be reduced by Prepayment Interest Shortfalls or Relief Act Reductions allocable
to such Class of Certificates. 
  
 Interest Proceeds: With
respect to any Distribution Date, the sum of all scheduled and unscheduled payments of interest on the Mortgage Loans, all Liquidation Proceeds in respect of interest from Liquidated Mortgage Loans, all Insurance Proceeds on the Mortgage Loans in
respect of interest and the interest portion of the Repurchase Price of each Mortgage Loan that is repurchased upon a breach of representations regarding such Mortgage Loan, each as is received or advanced in the related Due Period or the related
Prepayment Period, as applicable, less the Servicing Fee with respect to such Distribution Date and excluding, for the avoidance of doubt, any Prepayment Premiums. 
  

 18 








 Investment Letter: As defined in Section 11.2. 
  
 Issuing Entity: FBR Securitization Trust 200_-_. 
  
 LIBOR: The London interbank offered rate for one-month United States
dollar deposits established pursuant to Schedule C hereto. 
  
 LIBOR Business Day: As defined in Schedule C. 
  
 Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the Prepayment Period related to such Distribution Date and as to which the Servicer has
certified to the Master Servicer and the Securities Administrator that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of any REO Property. 
  
 Liquidation Expenses: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Servicer, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable
attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation. 
  
 Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan. 
  
 Loan-to-Value Ratio or LTV: With respect to Mortgage Loan secured by a
first lien mortgage, the ratio of the original loan amount of such Mortgage Loan at its origination (unless otherwise indicated) to (a) the Appraised Value of the Mortgaged Property. With respect to any Mortgage Loan secured by a junior lien
position, a fraction, expressed as a percentage, the numerator of which is the sum of (1) the original loan amount of the related Mortgage Loan and (2) any outstanding principal balance of mortgage loans the liens on which are equal in
priority or senior to the lien on such related Mortgage Loan (each such sum calculated at the date of origination of such related Mortgage Loan), and the denominator of which is the Appraised Value of the Mortgaged Property. 
  
 Losses: As defined in Section 14.3. 
  
 Majority in Interest: As to the Certificates or any Class thereof, the
Holders of Certificates or Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates or all Certificates of such Class. 
  
 Margin Stepup Date: The first Distribution Date after the date on
which the Clean-up Call may be exercised. 
  

 19 








 Marker Rate: With respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two times the weighted average of the Uncertificated REMIC I Pass-Through Rates for each Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I Regular Interest LTP), with
the rate on each such Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTZZ) subject to the lesser of (i) LIBOR plus the applicable Pass-Through Margin and (ii) the Net WAC Rate for the purpose of
this calculation for such Distribution Date and with the rate on Uncertificated REMIC I Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the
Uncertificated REMIC I Pass-Through Rate and the related caps with respect to each Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated
REMIC I Regular Interest LTP) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30. 
  
 Master Servicer: [ - ] and its successors and assigns in its capacity as master servicer. 
  
 Master Servicer Event of Default: As defined in Section 7.9(a).

  
 Master Servicing Fee: As to each Mortgage Loan and any
Distribution Date, an amount equal to (i) one twelfth of the Master Servicing Fee Rate multiplied by (ii) the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the prior calendar month. 
  
 Master Servicing Fee Rate: [ - ]% per annum. 
  
 Material Defect: With respect to any Mortgage Loan, as defined in
Section 2.5(c). 
  
 Maximum LTZZ Uncertificated Interest
Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC I Pass-Through Rate applicable to Uncertificated REMIC I Regular Interest LTZZ for such Distribution Date on a balance
equal to the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest LTZZ minus the Uncertificated REMIC I Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Interest on each
Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC I Regular Interest LTP) for such Distribution Date, with the rate on each such
Uncertificated REMIC I Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the applicable Pass-Through Margin and (ii) the Net WAC Rate; provided, however, that solely for this purpose, calculations of the
Uncertificated REMIC I Remittance Rate and the related caps with respect to each Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC
I Regular Interest LTP) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30. 
  
 MERS: MERSCORP, Inc., its successor and assigns. 
  

 20 








 MERS Designated Mortgage Loan: A Mortgage Loan for which (a) the Seller has designated or
will designate MERS as, and have taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Seller and its successors and assigns, in accordance with MERS Procedures Manual and (b) the Seller
has designated or will designate the Trustee as the Investor on the MERS® System. 
  
 MERS Procedures Manual: The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time. 
  
 MERS® System: MERS mortgage electronic registry system, as more particularly described in the MERS Procedures
Manual. 
  
 Monthly Advance: With respect to any Mortgage
Loan on any Determination Date, an amount equal to the portion of each Scheduled Monthly Payment due in the Due Period to which such Determination Date relates that is delinquent at the close of business on such Determination Date, excluding any
balloon payment or any shortfalls attributable to the Relief Act. 
  
 Moody’s: Moody’s Investors Service, Inc. 
  
 Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a lien on an estate in fee simple or leasehold estate in real property securing the Mortgage Note. 
  
 Mortgage File: The mortgage documents listed on Exhibit B
hereto pertaining to a particular Mortgage Loan. 
  
 Mortgage
Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan sold and subject to this Agreement being identified on the Mortgage Loan Schedule hereto, which Mortgage Loan includes without limitation the Mortgage
File, the Scheduled Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan. 
  
 Mortgage Loan Documents: The documents
referred to in Section (a) of Exhibit B. 
  
 Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the related Mortgage Rate less the Servicing Fee Rate. 
  
 Mortgage Loan Schedule: The list of Mortgage Loans transferred to the Trustee, or the Custodian on its behalf, as part of the Trust Fund and from
time to time subject to this Agreement attached hereto as Schedule A that sets forth the information required on Exhibit A for each Mortgage Loan. 
  

Mortgage Note: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
including any riders or addenda thereto. 
  

 21 








 Mortgage Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on
such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note. 
  
 Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note. 
  
 Mortgagor: The obligor on a Mortgage Note. 
  
 Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount by which the aggregate of Prepayment Interest Shortfalls during the related Prepayment Period exceeds the Compensating Interest Payments made with respect to such Distribution Date. 
  
 Net WAC Cap Carryover Amount: For each Class of Certificates on a
Distribution Date, the sum of (i) the excess, if any, of (a) the amount that would have been the Current Interest for such Class of Certificates at the Formula Rate for such Distribution Date over (b) the actual amount of Current
Interest distributable for such Class of Certificates on such Distribution Date, (ii) any excess described in clause (i) above for any prior Distribution Date that remains unpaid (together with any unpaid interest thereon) on such
Distribution Date, and (iii) interest accrued during the Interest Accrual Period related to such Distribution Date on the amount described in clause (ii) above at the Formula Rate applicable to such Class of Certificates. 
  
 Net WAC Rate: As to any Distribution Date, a per annum rate equal to
the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans as of the first day of the Due Period for such Distribution Date, calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year.

  
 Non-Mortgagor Prepayment Premium Payment Amount: The
sum of (i) the amount payable by the Servicer in respect of any waived or uncollected Prepayment Premiums pursuant to Section 4.18, and (ii) the amount payable by the Originator in respect of any Prepayment Premium that was found to
be unenforceable. The amounts payable by the Servicer or Originator shall equal the difference between the amount of Prepayment Premium due by a Mortgagor and the actual amount paid. Such amounts payable by the Servicer or Originator shall not be
part of any REMIC formed hereunder. 
  
 Non-recoverable
Advance: Any Servicing Advance (in respect of the Servicer only) or Monthly Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property by the Servicer or Master Servicer (in its capacity as successor servicer)
which, in the reasonable discretion of the Servicer or Master Servicer in accordance with Accepted Servicing Practices will not or, in the case of a proposed Servicing Advance or Monthly Advance, would not, ultimately be recoverable by the Servicer
or Master Servicer from the related Mortgagor, related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds or otherwise. The determination by the Servicer that all or a portion of a Servicing Advance or Monthly
Advance would be a Non-recoverable Advance shall be evidenced by an Officer’s Certificate delivered to the Master Servicer and the Securities Administrator setting forth such determination and a reasonable explanation thereof. 
  
 Non-permitted Foreign Holder: As defined in Section 11.2(f).

  

 22 








 Non-U.S. Person: A Person that is not a U.S. Person. 
  
 Notional Amount: With respect to the Class C Certificates, a notional
amount equal to the aggregate principal balance of the Uncertificated REMIC I Regular Interests other than Uncertificated REMIC I Regular Interest LTP. With respect to the Class C Interest, a notional amount equal to the aggregate principal balance
of the Uncertificated REMIC I Regular Interests other than Uncertificated REMIC I Regular Interest LTP. 
  
 Offered Certificates: The Class A and Class M Certificates. 
  
 Officer’s Certificate: A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President, an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, as the case may be, or (b), if
provided for in this Agreement, signed by a Servicing Officer and delivered to the Depositor, the Master Servicer, the Securities Administrator and the Trustee, as the case may be, as required by this Agreement. 
  
 Opinion of Counsel: A written opinion of counsel, which shall not be
at the expense of the Master Servicer, the Securities Administrator or the Trustee, who may be counsel for the Seller, the Servicer, the Custodian, the Depositor, the Master Servicer, the Securities Administrator or the Trustee, including in-house
counsel, reasonably acceptable to the Securities Administrator, the Trustee and/or the Master Servicer, as applicable; provided, however, that with respect to the interpretation or application of the federal income tax or ERISA
matters, such counsel must be nationally recognized as expert in the federal income tax or ERISA aspects, as applicable, of asset securitization and must be Independent of the Securities Administrator, the Trustee and the Master Servicer.

  
 Originator: [ - ] and its successors in interest and
assigns. 
  
 Outstanding: As of the date of determination,
all Certificates theretofore executed authenticated and delivered under this Agreement except: 
  
 (a) Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate Registrar for cancellation; 
  
 (b) Certificates the payment for which money in the necessary amount has been
theretofor deposited with the Trustee in trust for the Holders of such Certificates (provided, however, that if such Certificates are to be redeemed, notice of such redemption has been duly given pursuant to this Agreement or provision for
such notice has been made, satisfactory to the Trustee); and 
  
 (c) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Agreement unless proof satisfactory to the Trustee is presented that any such Certificates are held by a bona
fide purchaser; 
  
 provided, that in determining whether the
Certificateholders of the requisite Outstanding Balance of the Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder. Certificates owned by the Depositor, any Servicer, or any Affiliate of any of

  

 23 








 the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded (unless such
action requires the consent, waiver, request or demand of 100% of the outstanding balance represented by a particular Class and 100% of the outstanding balance represented by such Class is registered in the name of one or more of the foregoing
entities). Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Certificates and that the
pledgee is not the Depositor, any Servicer, or any Affiliate of any of the foregoing Persons. 
  
 Overcollateralization Amount: As of any Distribution Date, the excess, if any, of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period over the aggregate
Certificate Principal Balance of all Classes of Certificates other than Class C Certificates (after taking into account all distributions of principal on such Distribution Date and the increase of any Certificate Principal Balance as a result of
Subsequent Recoveries). 
  
 Overcollateralization Deficiency
Amount: For any Distribution Date, the excess, if any, of (a) the Target Overcollateralization Amount for such Distribution Date over (b) the Overcollateralization Amount for such Distribution Date, after giving effect to the
distribution of the Principal Distribution Amount on such Distribution Date. 
  
 Overcollateralization Release Amount: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Proceeds for such
Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date, assuming that 100% of the Principal Proceeds are applied as a principal payment on the Certificates on such Distribution Date
over (ii) the Targeted Overcollateralization Amount for such Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. 
  
 Pass-Through Margin: With respect to the Offered Certificates, the
following percentages: 
  

							
	 	  	Prior to Margin
Stepup Date

	 	 	On and After Margin
Stepup Date

	 
	 Class A Certificates
	  	[ - 	]%	 	[ - 	]%
	 Class M-1 Certificates
	  	[ - 	]%	 	[ - 	]%
	 Class M-2 Certificates
	  	[ - 	]%	 	[ - 	]%

  
 Pass-Through
Rate: The Pass-Through Rate with respect to the Offered Certificates and any Distribution Date shall equal the lesser of (i) the related Formula Rate for such Distribution Date and (ii) the Net WAC Rate for such Distribution Date. For
federal income tax purposes, the following Pass-Through Rates shall apply: 
  
 With respect to the Offered Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the Net WAC Rate for such Distribution Date. 
  

 24 








 With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage
equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on Uncertificated REMIC I Regular Interest LTP and (ii) interest on the Uncertificated Principal Balance of each Uncertificated REMIC I
Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC I Pass-Through Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of each Uncertificated REMIC I
Regular Interest (other than Uncertificated REMIC I Regular Interest LTP). 
  
 With respect to the Class C Certificate, 100% of the interest distributable on the Class C Interest. 
  
 The Class P Interest, the Class P Certificates, the Class R Certificates and the Class RX Certificates shall not have a Pass-Through Rate. 
  
 Paying Agent: The Person appointed to make distributions on the
Certificates. 
  
 Percentage Interest: Shall equal in the
case of any Certificate, the percentage interest set forth on the face thereof or equal to the percentage obtained by dividing the initial principal amount of such Certificate by the initial aggregate amount set forth on the face of all Certificates
of the same Class. 
  
 Permitted Transferee: Any person
other than: 
  
 (a) a Disqualified Organization; 
  
 (b) a Non-U.S. Person unless such Non-U.S. Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form; and 
  
 (c) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an ownership interest in a Residual Certificate
to such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. 
  
 Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 
  
 Prepayment Interest Excess: With respect to any Distribution Date and each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period beginning on
the first day of the calendar month in which such Distribution Date occurs through the end of the Prepayment Period relating to such Distribution Date, an amount equal to interest (to the extent received) at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such Principal Prepayment is so applied. 
  

 25 








 Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that
was the subject of a Principal Prepayment in full or in part during the portion of the related Prepayment Period occurring between the first day of the related Prepayment Period and the last day of the calendar month preceding the month in which
such Distribution Date occurs and that the Servicer applied to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding calendar month, an amount equal to interest at the applicable Mortgage
Loan Remittance Rate on the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending on the last day of the calendar month preceding such Distribution Date. 
  
 Prepayment Period: With respect to any Distribution Date [and
(i) any Principal Prepayment in full, the period that commences on and includes the      day of the month immediately preceding the month in which such Distribution Date occurs (or from the Cut-off Date, in the case
of the first Prepayment Period) and ends on and includes the      day of the month in which such Distribution Date occurs, and (ii) any partial Principal Prepayment], the calendar month preceding the month in which
the Distribution Date occurs. 
  
 Prepayment Premium: With
respect to a Mortgage Loan, the prepayment charge or penalty interest required to be paid by the Mortgagor in connection with a prepayment of the related Mortgage Loan, as provided in the related Mortgage Note or Mortgage, and as specified on the
related Mortgage Loan Schedule. 
  
 Principal Proceeds: For
any Distribution Date, the sum of all scheduled and unscheduled payments of principal on the Mortgage Loans, all Liquidation Proceeds in respect of principal from Liquidated Mortgage Loans, all Insurance Proceeds on the Mortgage Loans in respect of
principal, and the principal portion of the Repurchase Price of each Mortgage Loan that is repurchased upon a breach of representations regarding such Mortgage Loan in such Mortgage Loan Group, each as is received or advanced in the related Due
Period or the related Prepayment Period, as applicable, excluding, for the avoidance of doubt, any Prepayment Premiums. 
  
 Private Certificate: Any Class of Certificates that is not registered under the Securities Act. 
  
 Prospectus: Each of the (i) preliminary prospectus supplement,
dated             , together with the accompanying prospectus dated             , and (ii) the prospectus
supplement dated             , together with the accompanying prospectus dated             , in each case
relating to the Offered Certificates. 
  
 Purchase
Agreement: The Master Mortgage Loan and Interim Servicing Agreement, dated as of         , by and among the Seller,          and the Originator,
attached hereto as Schedule D. 
  

 26 








 Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Originator
for a Deleted Mortgage Loan which must meet the following criteria: 
  
 (a) have a Scheduled Principal Balance, after deduction of all Scheduled Monthly Payments due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Scheduled
Principal Balance), not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan; 
  
 (b) have a Mortgage Loan Remittance Rate not less than, and not more than 2% greater than, the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan;

  
 (c) have a remaining term to maturity not greater than and not
more than one year less than that of the Deleted Mortgage Loan; 
  
 (d) comply with each representation and warranty set forth in Section 2.7; 
  
 (e) be of the same type as the Deleted Mortgage Loan; 
  
 (f) have a Gross Margin not less than that of the Deleted Mortgage Loan, if the Deleted Mortgage Loan was an Adjustable Rate Mortgage Loan; 
  
 (g) have the same lien priority as the lien priority of the replaced Mortgage Loan; 
  
 (h) have the same Index as the Deleted Mortgage Loan; 
  
 (i) have a FICO score not less than that of the Deleted Mortgage Loan;

  
 (j) have an LTV not greater than that of the Deleted Mortgage
Loan; 
  
 (k) have a Prepayment Premium with a term and an amount
at least equal to the Prepayment Premium of the Deleted Mortgage Loan; and 
  
 (l) have a credit grade not lower in quality than that of the Deleted Mortgage Loan. 
  
 Rating Agency: Each of Moody’s and S&P, or any successor thereto. 
  
 Realized Loss: With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the
Scheduled Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (a) the Scheduled Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (b) interest at the Adjusted
Net Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to the Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Scheduled Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (c) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan which has become
the subject of a Debt Service Reduction, the amount, if any, by which the principal portion of the related Scheduled Monthly Payment has been reduced. 
  

 27 








 Record Date: As to any Distribution Date and with respect to all Certificates (other than the
Class C Certificates, the Class P Certificates, the Class R Certificates and the Class RX Certificates), the last Business Day preceding such Distribution Date. With respect to the Class C Certificates, Class P Certificates, Class R Certificates and
Class RX Certificates, the last Business Day of the calendar month preceding the month in which the Distribution Date occurs. 
  
 Regular Certificates: Any of the Class A Certificates, Class M Certificates, Class C Certificates or Class P Certificates. 
  
 Regulation AB: Subpart 229.1100 Asset Backed Securities (Regulation
AB), 17 C.F.R. §§ 229.110-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. 
  
 Reinvestment Agreement: A guaranteed reinvestment agreement from a bank, insurance company or other corporation or
entity organized under the laws of the United States or any state thereof under which no payments are subject to any withholding tax or, if subject to withholding tax imposed by any jurisdiction, the obligor thereunder is required to make
“gross up” payments that cover the full amount of any such withholding tax on an after-tax basis; provided that such agreement provides that it is terminable by the purchaser, without premium or penalty, in the event that the rating
assigned to such agreement by any Rating Agency is at any time lower than the rating required pursuant to the terms of this Agreement to be assigned to such agreement in order to permit the purchase thereof. 
  
 Relief Act: The Servicemembers Civil Relief Act, as such may be
amended from time to time, or any similar state laws. 
  
 Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the
application of the Relief Act, the amount, if any, by which (a) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (b) interest accrued thereon for such month pursuant to the Mortgage Note.

  
 Regular Interest: A “regular interest” in a
REMIC within the meaning of Section 860G(a)(1) of the Code. 
  
 REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code. 
  
 REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days
elapsed in the respective Interest Accrual Periods for the indicated Uncertificated REMIC I Regular Interests for such Distribution Date) equal to (a) the product of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans and
REO Properties then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest LTAA minus the Marker Rate, divided by (b) 12. 
  

 28 








 REMIC I Overcollateralization Target Amount: 1.0% of the Overcollateralization Target Amount.

  
 REMIC I Overcollateralized Amount: With respect to any
date of determination, (i) 1.0% of the aggregate Uncertificated Balance of the Uncertificated REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of each Uncertificated REMIC I Regular Interest (other than
Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I Regular Interest LTZZ) in each case as of such date of determination. 
  
 REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) aggregate Scheduled
Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of each Uncertificated REMIC I Regular Interest (other
than Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC I Regular Interest LTP) and the denominator of which is the aggregate Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I Regular Interest LTP). 
  
 REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws. 
  
 REMIC Regular Interest: Any Uncertificated REMIC I Regular Interest or
Uncertificated REMIC II Regular Interest. 
  
 REO
Disposition: The sale or other disposition of REO Property. 
  
 REO Disposition Proceeds: All amounts received with respect to an REO Property pursuant to Section 4.15. 
  
 REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Issuing Entity through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan. 
  
 Repurchase
Price: With respect to any Mortgage Loan required to be purchased pursuant to this Agreement (other than pursuant to Section 13.1), an amount equal to the sum of (a) 100% of the Scheduled Principal Balance of the Mortgage Loan on the
date of such purchase, (b) accrued interest thereon at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Repurchase Price is to be distributed to the
Certificateholders, (c) any unreimbursed Advances and (d) any costs and damages incurred in connection with the violation by such Mortgage Loan of any predatory or anti-abusive lending law. 
  

 29 








 Request for Release: The Request for Release submitted by the Servicer to the Trustee or the
Custodian on behalf of the Trustee, in the form of Exhibit C. 
  
 Reserve Account: The trust account created and maintained by the Trustee pursuant to Section 10.2. The Reserve Account shall not be an asset of any REMIC formed under this Agreement. 
  
 Residual Certificates: The Class R Certificates and the Class RX
Certificates. 
  
 Residual Interest: The sole class of
“residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code. 
  
 Responsible Officer: With respect to: 
  
 (a) the Servicer, any officer of the Servicer with direct responsibility for the administration of this Agreement and any other officer to whom, with
respect to a particular matter, such matter is referred due to such officer’s knowledge of an familiarity with the particular subject; 
  
 (b) the Trustee, any managing director, any director, vice president, any assistant vice president, any associate, any assistant secretary or any other
officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, the matter is referred because of the
officer’s knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of this Agreement; 
  
 (c) the Securities Administrator, any vice president, any managing director, any director, any associate, any assistant vice president, any assistant
secretary, any trust officer or any other officer or employee of the Securities Administrator customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter,
such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility for the administration of this Agreement; and 
  
 (d) the Master Servicer, any vice president, any managing director, any
director, any associate, any assistant vice president, any assistant secretary, any trust officer or any other officer or employee of the Master Servicer customarily performing functions similar to those performed by any of the above designated
officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility
for the administration of this Agreement. 
  
 Responsible
Party:             ,             , and
            , which are those Persons required to provide reports pursuant to Item 1122 of Regulation AB. Exhibit 1122 identifies the Servicing Criteria as to which the
Responsible Parties have responsibility with respect to this transaction. 
  

 30 








 Rolling Three Month Delinquency Rate: With respect to any Distribution Date, the average of the
Delinquency Rates for each of the three (or a shorter period, in the case of the first and second Distribution Dates) immediately preceding months. 
  
 Rule 144A Letter: As defined in Section 11.2(b). 
  
 S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. 
  
 Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002, as amended from
time to time. 
  
 Scheduled Monthly Payment: Each scheduled
payment of principal and interest (or of interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where otherwise specified herein) by the amount of any related Debt Service Reduction or pursuant to the Relief
Act (excluding all amounts of principal and interest that were due on or before the Cut-off Date whenever received) and, in the case of an REO Property, an amount equivalent to the Scheduled Monthly Payment that would have been due on the related
Mortgage Loan if such Mortgage Loan had remained in existence. 
  
 Scheduled Principal Balance: With respect to any Mortgage Loan as of any date of determination will be generally equal to its outstanding principal balance as of the Cut-off Date, after giving effect to the principal portion of any
Scheduled Monthly Payments due on or before such date, whether or not received, reduced by (a) the principal portion of all Scheduled Monthly Payments due on or before the Due Date in the Due Period immediately preceding such date of
determination, whether or not received, and (b) all amounts allocable to unscheduled principal payments received on or before the last day of the Due Period immediately preceding such date of determination. 
  
 Securities Act: The Securities Act of 1933, as amended. 
  
 Securities Administrator: [ - ], or any successor or assigns under
this Agreement. 
  
 Seller: MHC I, Inc., or any successor.

  
 Senior Enhancement Percentage: For a Distribution Date,
a fraction expressed, as a percentage, equal to (a) the sum of the aggregate Certificate Principal Balance of the Class M Certificates and the Overcollateralization Amount, in each case before taking into account any payments of principal to
the Certificates on that Distribution Date, divided by (b) the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period. 
  
 Senior Principal Distribution Amount: As of any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect, the excess of (a) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (b) the lesser of (i) the product of (1) [ - ]% and
(2) the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (ii) the amount by which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day of the related
Due Period exceeds the product of (1) [ - ]% and (2) the Cut-off Date Balance. 
  

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 Servicer: [ - ] and its successor in interest or assigns or any successor to the Servicer under
this Agreement. 
  
 Servicer Event of Default: Any one of
the conditions or circumstances enumerated in Section 6.5. 
  
 Servicer Remittance Amount: As defined in Section 4.24(a). 
  
 Servicer Remittance Date: The day in each calendar month on which the Servicer is required to remit payments to the Distribution Account, which is the      Business Day following the
     day of such calendar month, commencing in                     . 
  
 Servicer Report: The reports provided by the Servicer to the Master
Servicer and the Securities Administrator pursuant to Section 5.5 
  
 Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and disbursements) other than Monthly Advances incurred prior to, on or after the
Cut-off Date in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the inspection, maintenance, preservation, restoration and protection of any Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS® System,
(c) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, (d) compliance with the obligations under Section             
and (e) obtaining any legal documentation required to be included in the Mortgage File and/or correcting any outstanding title issues (i.e., any lien or encumbrance on the Mortgaged Property that prevents the effective enforcement of the
intended lien position) reasonably necessary for the Servicer to perform its obligations under this Agreement. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or an Assignment of Mortgage to the extent not recovered from the Mortgagor or otherwise payable under this Agreement. 
  
 Servicing Criteria: The “servicing criteria” set forth in
Item 1122(d) of Regulation AB, as such may be amended from time to time. 
  
 Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee payable on account of servicing, which shall, for a period of one full month, be equal to one-twelfth of the product of
(a) the Servicing Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Due Period. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to
interest from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds of such Scheduled Monthly Payment collected by the Servicer, or as otherwise provided under Section 4.7. 
  
 Servicing Fee Rate: [ - ]% per annum. 
  

 32 








 Servicing File: With respect to each Mortgage Loan, the file retained by the Servicer consisting
of originals of all documents in the Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents, the originals of which are delivered to the Custodian on behalf of the Trustee. 
  
 Servicing Officer: Any officer of a Servicer involved in or
responsible for the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Servicer on the Closing Date to the Master Servicer upon request, as such list may from time to time be
amended. 
  
 Startup Day: As defined in the Preliminary
Statement. 
  
 Stepdown Date: The earlier to occur of
(a) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates is reduced to zero, and (b) the later to occur of (i) the Distribution Date in [ - ] or (ii) the first Distribution
Date on which the Senior Enhancement Percentage is greater than or equal to [ - ]%. 
  
 Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as servicing is commonly understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in Item 122(d) of Regulation AB with respect to the Mortgage Loans under the direction or authority of the Servicer or a Subservicer. 
  
 Subsequent Recovery: Any amount (net of reimbursable expenses)
received on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior month. If Subsequent Recoveries are received, they will be included as part of the Principal
Proceeds for the Distribution Date following the calendar month in which they are received and distributed in accordance with the priorities described herein. In addition, after giving effect to all distributions on a Distribution Date, the unpaid
Applied Loss Amount for the Class M Certificates then outstanding with the highest distribution priority will be decreased by the amount of such Subsequent Recoveries until reduced to zero (with any remaining Subsequent Recoveries applied to reduce
the Applied Loss Amount of the class with the next highest distribution priority), and the Certificate Principal Balance of such Class or Classes of Class M Certificates will be increased by the same amount. 
  
 Subservicer: Any Person that services the Mortgage Loans on behalf of
the Servicer or any Subcontractor and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this
Agreement that are identified in Item 1122(d) of Regulation AB. 
  
 Substituting Party: As defined in Section 2.10(a). 
  
 Substitution Adjustment Amount: As defined in Section 2.10(c). 
  
 Target Overcollateralization Amount: For any Distribution Date (a) prior to the Stepdown Date, an amount equal to [ - ]% of the Cut-off Date Balance. For any Distribution Date on or after the Stepdown
Date, the lesser of (i) [ - ]% of the Cut-off Date Balance of the 
  

 33 








 Mortgage Loans and (ii) [ - ]% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, subject to a floor equal to [ - ]% of the Cut-off Date Balance; provided, however, if a Trigger Event has occurred and is continuing on the related Distribution Date, the Target Overcollateralization Amount
will be the same as the Target Overcollateralization Amount on the preceding Distribution Date. 
  
 Tax Matters Person: The person designated as “tax matters person” in the manner provided under Treasury regulation § 1.860F-4(d) and
temporary Treasury regulation § 301.6231(a)(7)1T. Initially, the Tax Matters Person for REMICs I and II shall be the Holder of the Class R Certificates, and the Tax Matters Person for REMICs III and IV shall be the Holder of the Class RX
Certificates. The Trustee should be appointed as agent of each such Tax Matters Person pursuant to Section 14.1(k) herein unless otherwise designated. 
  
 Termination Price: As defined in Section 13.1(a). 
  
 Transferor Certificate: As defined in Section 11.2(b). 
  
 Trigger Event: An event that is in effect on any Distribution Date on or after the Stepdown Date, if either
(a) the Rolling Three Month Delinquency Rate as of the last day of the related Due Period equals or exceeds [ - ]% of the Senior Enhancement Percentage on such Distribution Date or (b) the Cumulative Realized Loss Percentage on such
Distribution Date exceeds the applicable percentages set forth in the table below with respect to such Distribution Date: 
  

			
	 Distribution Date Occurring In

	  	 Percentage


	[ - ] — [ - ]	  	[ - ]% for the first month plus an additional 1/12th of [ - ]% for each month thereafter
		
	[ - ] — [ - ]	  	[ - ]% for the first month plus an additional 1/12th of [ - ]% for each month thereafter
		
	[ - ] — [ - ]	  	[ - ]% for the first month plus an additional 1/12th of [ - ]% for each month thereafter
		
	[ - ] — [ - ]	  	[ - ]% for the first month plus an additional 1/12th of [ - ]% for each month thereafter
		
	[ - ] — [ - ]	  	[ - ]%

  
 Trust Fund: As
defined in Section 2.5. 
  
 Trustee: [ - ] and, if a
successor trustee is appointed hereunder, such successor. 
  
 Trust REMIC: Each REMIC created under the terms of this Agreement. 
  
 UCC: The Uniform Commercial Code as enacted in the relevant jurisdiction. 
  
 Uncertificated Interest: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC Remittance
Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Principal thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any 
  

 34 








 Uncertificated REMIC I Interest, and the Class C Interest shall accrue on the basis of a 360-day year consisting of
twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not otherwise covered and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, allocated, in each case, to such REMIC Regular Interest. In addition, Uncertificated Interest with respect to each
Distribution Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest. 
  
 Uncertificated Principal Balance: With respect to the Class C Interest an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the Uncertificated REMIC I Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Class M Certificates and the Class P Certificates then outstanding.

  
 With respect to each other REMIC Regular Interest, the amount
of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its
initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date
and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses. The Uncertificated Principal Balance of REMIC I Regular Interest LTZZ shall be increased by interest deferrals as provided in
Section 10.7. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero. 
  
 Uncertificated REMIC I Pass-Through Rates: As of any Distribution Date, the weighted average of the Adjusted Net Mortgage Rates of the Mortgage
Loans, weighted on the basis of the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interests for each such Distribution Date. 
  
 Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTA, Uncertificated
REMIC I Regular Interest LTM1, Uncertificated REMIC I Regular Interest LTM2, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC I Regular Interest LTP. Each such interest represents the beneficial ownership interests in REMIC I as
a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. 
  
 Uncertificated REMIC II Regular Interests: The Class C Interest and Class P Interest. Each such interest represents the beneficial ownership
interests in REMIC II as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at its related Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. 
  

 35 








 Underwriter’s Exemption: Any exemption listed in footnote 1 of, and amended by, PTE 2002-41
at 67 Fed. Reg. 54487 (August 22, 2002), or any substantially similar successor administrative exemption granted by the U.S. Department of Labor. 
  
 Underwriting Guidelines: Those underwriting guidelines employed by the Originator with respect to Mortgage Loans. 
  
 U.S. Person: (a) A citizen or resident of the United States,
(b) a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated as a corporation for federal income tax purposes (c) a partnership (unless
Treasury regulations are adopted that provide otherwise) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated as a partnership for federal income tax purposes,
none of the interests in which are owned, directly or indirectly through one or more intermediate entities, by a person that is not a U.S. Person within the meaning this paragraph, (d) an estate the income of which is includible in gross income
for United States federal income tax purposes, regardless of its source, (e) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries
have the authority to control all substantial decisions of the trust (or to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that are eligible to be treated as United States persons).

  
 Voting Interests: The portion of the voting rights of
all of the Certificates which is allocated to any Certificate. As of any date of determination, the Voting Interests shall be allocated 1% to the Residual Certificates, 1% to the Class P Certificates, and the balance among Holders of the
Certificates in proportion to the Certificate Principal Balance of their respective Certificates on such date. 
  
 SECTION 1.2 Calculations With Respect to the Mortgage Loans. 
  
 Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be
made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans provided by the Servicer to the Master Servicer and the Securities Administrator. Payments and
distributions to be made by the Securities Administrator shall be based on information provided by the Servicer. Neither the Trustee, the Master Servicer nor the Securities Administrator shall be required to recompute, verify or recalculate the
information supplied to it by the Servicer. 
  
 SECTION 1.3
Calculations With Respect to Accrued Interest. 
  
 All
calculations of interest described herein with respect to any Class of Certificates, other than Class C Certificates, and the Uncertificated REMIC III Regular Interests (other than the Class C Interest), shall be made on the basis of an assumed
360-day year and the actual number of days in the related Interest Accrual Period. The Class C Certificates, the Class C Interest and the Uncertificated REMIC I and REMIC II Regular Interests shall accrue interest on the basis of an assumed 360-day
year consisting of twelve 30-day months. 
  

 36 








 SECTION 1.4 Rules of Construction. 
  
 Unless the context otherwise clearly requires: 
  
 (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; 

 
 (b) whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms; 
  
 (c) the
words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;” 
  
 (d) the word “will” shall be construed to have the same meaning and effect as the word “shall;” 
  
 (e) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein); 
  
 (f) any reference herein to any Person, or to any
Person in a specified capacity, shall be construed to include such Person’s permitted successors and assigns or such Person’s permitted successors in such capacity, as the case may be; and 
  
 (g) all references in this instrument to designated “Sections,”
“clauses” and other subdivisions are to the designated Sections, clauses and other subdivisions of this instrument as originally executed, and the words “herein,” “hereof,” “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular Section, clause or other subdivision. 
  
 ARTICLE II 
 CONVEYANCE OF MORTGAGE LOANS 
  
 SECTION 2.1 Conveyance of Mortgage Loans to the Depositor. 

 
 On the Closing Date, in exchange for the Certificates or the net proceeds
thereof, the Seller does hereby sell, transfer, assign, or set over, deposit with and otherwise convey without recourse (except as provided herein), and the Depositor does hereby purchase, all right, title and interest of the Seller in and to
(i) the Mortgage Loans listed on the Mortgage Loan Schedule, having a Cut-off Date Balance as set forth in such Mortgage Loan Schedule and (ii) the Purchase Agreement and the Assignment and Recognition Agreement. The Seller specifically
reserves any right, title and interest in, to or under the Purchase Agreement to the extent it relates to any mortgage loans subject to the Purchase Agreement other than the Mortgage Loans. Notwithstanding the foregoing, it is understood that the
Originator is not released from liability to the Seller for any breaches of any representations, warranties or covenants made by the Originator in the Purchase Agreement prior to the Closing Date regardless of when such breaches are discovered or
made known. 
  

 37 








 (a) The Depositor shall be entitled to (i) all Scheduled Monthly Payments of principal due after the
Cut-off Date, (ii) all other recoveries of principal collected after the Cut-off Date (less scheduled payments of principal due on or before the Cut-off Date and collected after the Cut-off Date), (iii) all Scheduled Monthly Payments of
interest due after the Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date) and (iv) all Prepayment Premiums. Scheduled Monthly Payments prepaid with respect to a Due Date after the
Cut-off Date shall not be applied to the principal balance as of the Cut-off Date, but the Seller shall remit any such prepaid amounts to the Servicer for deposit into the Custodial Account for the benefit of the Depositor. 
  
 (b) In the case of Mortgage Loans that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Seller shall remit to the Servicer for deposit in the Custodial Account the portion of any amount so prepaid that is required to be deposited in the Custodial Account pursuant to Section 4.5.

  
 (c) Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the related Mortgage File shall vest immediately in the Depositor, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the
Seller shall vest immediately in the Depositor and shall be retained and maintained by the Seller, in trust, at the will of the Depositor and only in such custodial capacity. 
  
 (d) The Seller shall deliver the Mortgage Loan Schedule, the Mortgage Loan File and Mortgage Loan Documents to be purchased
on the related Closing Date to the Custodian at least three Business Days prior to such Closing Date. 
  
 SECTION 2.2 Conveyance of Mortgage Loans to the Issuing Entity. 
  
 (a) On the Closing Date, in exchange for the Certificates or the net proceeds thereof, the Depositor does hereby sell,
transfer, assign, set over, deposit with and otherwise convey to the Issuing Entity, without recourse (except as otherwise provided herein), all right, title and interest of the Depositor in and to (i) the Mortgage Loans purchased by the
Depositor from the Seller and (ii) the Purchase Agreement and the Assignment and Recognition Agreement, to the extent they relate to the Mortgage Loans. 
  
 (b) The Issuing Entity shall be entitled to all payments on the Mortgage Loans as provided in Section 2.1(b). 
  
 (c) Upon the issuance of the Certificates, the ownership of each Mortgage
Note, the related Mortgage and the related Mortgage File shall vest immediately in the Issuing Entity, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the
Seller shall vest immediately in the Issuing Entity and shall be retained and maintained by the Seller, in trust, at the will of the Issuing Entity and only in such custodial capacity. 
  
 (d) In connection with such transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit
with, or cause to be delivered to and deposited with the Custodian, on behalf of the Trustee, for the benefit of the Certificateholders, the Mortgage 
  

 38 








 File with respect to each Mortgage Loan, and the ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Depositor shall vest immediately in the Trustee for the benefit of the Certificateholders and shall be retained and maintained by the Depositor, in trust, at the will of the Trustee
for the benefit of the Certificateholders and only in such custodial capacity. 
  
 SECTION 2.3 Assignment of Mortgage Loans. 
  
 (a) The Seller shall cause an Assignment of Mortgage with respect to each Mortgage Loan (other than a MERS Designated Mortgage Loan) to be completed in the form and substance acceptable for recording in the relevant
jurisdiction, such assignment shall either be in blank or be endorsed to “[ - ], as Trustee of the FBR Securitization Trust 200  -  , Mortgage-Backed Certificates, Series
200  -  , without recourse,” on or prior to the Closing Date; provided, however, that such Assignments of Mortgage Loans need not be recorded unless and until the Trustee is advised by a Rating Agency
that such Assignment of Mortgage is required to be recorded to protect the Trustee’s interest in the Mortgage Loans. Any such recordation of an Assignment of Mortgage shall be effected at the expense of the Seller. 
  
 (b) In connection with the assignment of any MERS Designated Mortgage Loan,
the Seller agrees that, on or prior to the Closing Date, the Seller will cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Depositor which has assigned such Mortgage Loans to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field that identifies the specific Trustee and the code in the field
“Pool Field” that identifies the series of the Certificates for which such Mortgage Loans serve as collateral. The Seller further agrees that it will not, and will not permit the Servicer to, and each of the Servicer and the Master
Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any MERS Designated Mortgage Loan during the term of this Agreement unless and until such MERS Designated Mortgage Loan is repurchased in accordance with
the terms of this Agreement. 
  
 SECTION 2.4 Books and
Records. 
  
 (a) The contents of each Servicing File are and
shall be held in trust by the Servicer for the benefit of the Trustee on behalf of the Certificateholders. The Servicer shall take all necessary steps to ensure that the documents required to be included in the Servicing File are complete and shall
maintain the Servicing File as required by this Agreement, Accepted Servicing Practices and applicable law. Possession of each Servicing File by the Servicer is at the will of the Trustee for the sole purpose of servicing the related Mortgage Loan
and such retention and possession by the Seller is in a custodial capacity only. The Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Trustee, unless such release is
required as incidental to the Seller’s servicing of the Mortgage Loans or is in connection with the transfer of servicing or a repurchase of any Mortgage Loan. 
  
 (b) All original documents relating to the Mortgage Loans that are not delivered to the Custodian, to the extent delivered
to the Servicer, are and shall be held by the Servicer in 
  

 39 








 trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is
required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian on behalf of the Trustee. 
  
 (c) Upon and after a sale of Mortgage Loans to the Trustee for the benefit of the Certificateholders, all proceeds arising
out of the Mortgage Loans, as provided in Section 2.1(b) shall be received and held by the Servicer in trust for the benefit of the Trustee on behalf of the Certificateholders. 
  
 (d) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Servicer or
the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. 
  
 SECTION 2.5 Review of Documentation. 
  
 (a) On the Closing Date, the Custodian will execute and deliver to the Depositor, the Servicer and the Trustee an Initial Certification with respect to
the Mortgage Loans. Based on its review and examination, and only as to the documents identified in the Initial Certification, the Custodian will acknowledge that (i) such documents appear regular on their face and relate to such Mortgage Loan
and (ii) with respect to each MERS Designated Mortgage Loan, the MERS number on the Mortgage Loan Schedule matches the MERS number on the Mortgage for the related Mortgage File. The Custodian shall not be under any duty or obligation to
inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real
estate records or that they are other than what they purport to be on their face. 
  
 (b) Within 90 days after the Closing Date, the Custodian will execute and deliver to the Depositor, the Servicer, and the Trustee a Final Certification with any applicable exceptions noted therein. The Custodian shall
(i) determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding,
legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face and
(ii) with respect to each MERS Designated Mortgage Loan, certify that the MERS number on the Mortgage Loan Schedule matches the MERS number on the Mortgage for the related Mortgage File. The Custodian shall not have any responsibility for
verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser. 
  
 (c) If in the course of the review described in paragraph (c) above, the Custodian discovers any document or documents constituting a part of a
Mortgage File is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as
applicable (each, a “Material Defect”), the Custodian shall identify the Mortgage Loan to which such Material Defect relates in the Final Certification. Within 90 days of its receipt of such notice, the Seller shall be required to
cure such Material Defect (and, in such 
  

 40 








 event, the Seller shall provide the Trustee and the Custodian with an Officer’s Certificate confirming that such
cure has been effected). If the Seller does not effect a cure within such 90-day period, it shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Price; provided, however, that the Seller may, in lieu of
repurchasing a Mortgage Loan, substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan subject to the provisions of Section 2.10, provided that such substitution occurs within two years of the Closing Date. The failure of the
Trustee to deliver, or cause the Custodian to deliver, the Final Certification within 90 days from the Closing Date shall not affect or relieve the Seller of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 or any
other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. 
  
 SECTION 2.6 Execution and Delivery of Certificates. 
  
 The Trustee acknowledges the transfer and assignment to it of the assets conveyed and sold to it hereunder (the “Trust Fund”).
Concurrently with such transfer and assignment, the Securities Administrator has executed the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund, and, upon the written order of the
Depositor, has authenticated the same Certificates. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this
Agreement in accordance with the standard of care set forth herein. 
  
 SECTION 2.7 Representations and Warranties with Respect to the Mortgage Loans. 
  
 (a) As of the Closing Date, the Originator will make certain representations and warranties relating to the Mortgage Loans pursuant to the terms of the
Assignment and Recognition Agreement. The Seller hereby makes those representations and warranties as to the Mortgage Loans set forth in Schedule B hereto as of the Closing Date and, with respect to any Qualified Substitute Mortgage Loan
originated by the Originator, as of the date of substitution of such Qualified Substitute Mortgage Loan. 
  
 (b) Upon discovery or receipt of written notice by the Seller, the Depositor, the Servicer, the Master Servicer, the Securities Administrator or the
Trustee that the Originator has breached any representation or warranty set forth in the Assignment and Recognition Agreement (regardless of whether the Seller has made a substantially similar representation or warranty as set forth on Schedule
B), in respect of a Mortgage Loan that materially and adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Seller, the Depositor, the Master Servicer, the Securities Administrator or the
Trustee, as the case may be, promptly shall notify the Trustee in writing of such breach, and the Trustee shall enforce the Originator’s obligations under the Assignment and Recognition Agreement to repurchase the related Mortgage Loan.

  
 (c) Upon discovery or receipt of written notice by the
Depositor, the Servicer, the Master Servicer, the Securities Administrator or the Trustee that the Seller has breached any representation or warranty set forth on Schedule B in respect of a Mortgage Loan that materially and adversely affects
the value of such Mortgage Loan or the interest therein of the 
  

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 Certificateholders, the Depositor, the Servicer, the Master Servicer, the Securities Administrator or the Trustee, as the
case may be, promptly shall notify the Trustee in writing of such breach, and the Trustee shall enforce the Seller’s obligations under this Agreement and cause the Seller to repurchase or, subject to Section 2.10, substitute the related
Mortgage Loan from the Trust Fund on or prior to the Determination Date following the expiration of the 90-day period following the earlier of the date on which the breach was discovered or notice of the breach was received by the Trustee;
provided, however, that, if such breach cannot reasonably be cured within such 90-day period, subject to Section 2.7(e) below, if the Seller shall have commenced to cure such breach within such 90-day period, the Seller shall be
permitted to proceed thereafter diligently and expeditiously to cure the breach within an additional 90-day period. Without limiting the foregoing, the Seller’s breach of a representation or warranty contained in clauses [(b)] through [(k)],
inclusive, of Schedule B, shall be deemed to materially and adversely affect the interest of the Certificateholders, and shall require a repurchase or substitution as provided herein. In the event that the breach relates to a representation
or warranty made by the Originator under the terms of the Assignment and Recognition Agreement and the Seller as set forth on Schedule B, the Trustee shall first enforce the Originator’s obligations under the Assignment and Recognition
Agreement regarding repurchase before seeking satisfaction from the Seller pursuant to its obligations hereunder; provided, however, if such Originator indicates in writing to the Trustee that it does not intend to fulfill its
obligations, the Trustee may immediately pursue its remedies against the Seller. 
  
 (d) It is understood and agreed that the obligations of the Seller to cure, repurchase or substitute for any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to
which such a breach has occurred and is continuing shall constitute the sole remedy available to the Trustee on behalf of the Certificateholders and the Certificateholder against such party respecting such omission, defect or breach. If the Seller
is not a member of MERS at the time it repurchases a Mortgage Loan and the Mortgage is registered on the MERS® System, the Trustee shall cause the Seller, at the Seller’s own expense and without any right of reimbursement, to cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to the Seller and to cause such Mortgage to be removed from registration on the MERS® System in accordance with the MERS rules and regulations. 
  
 (e) Upon discovery by the Depositor or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
Section 860G(a)(3) and the related REMIC provisions of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith,
the Depositor shall, or shall cause the Seller to repurchase or, subject to the limitations set forth in Section 2.10, substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 75 days of the earlier of
discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such repurchase or substitution shall be made in the same manner as set forth above. The Trustee shall re-convey to the repurchasing party the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty. 
  

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 SECTION 2.8 Optional Repurchase. 
  
 The Seller may, at its option, repurchase a Mortgage Loan (i) that is 90 or more days delinquent or (ii) the
related Mortgaged Property of which has suffered material damage (evidence of such determination to be delivered in writing to the Trustee and the Master Servicer in the form and substance satisfactory to the Servicer, the Trustee and the Master
Servicer prior to purchase); provided that the Seller may not acquire more than [ - ]% of the Mortgage Loans by aggregate Cut-off Date Balance pursuant to this Section 2.8. 
  
 SECTION 2.9 Repurchase of Mortgage Loans. 
  
 (a) The purchase price for any Mortgage Loan repurchased by the Seller pursuant to this Agreement shall be the Repurchase
Price for such Mortgage Loan. In connection with the repurchase of any Mortgage Loan by the Originator, the Seller will remit to the Securities Administrator for deposit into the Distribution Account the excess, if any, of the Repurchase Price for
such Mortgage Loan over the amount payable by the Originator. The Repurchase Price for any Mortgage Loan repurchased pursuant to this Agreement shall be deposited into the Distribution Account. 
  
 (b) The Custodian, upon receipt of a Request for Release from the Seller
(which Request for Release shall include a certification by the Seller of the repurchase and the remittance of the Repurchase Price to the Securities Administrator for deposit into the Distribution Account), shall release to the Seller or the
Originator, as applicable, the related Mortgage File. The Trustee or its authorized designee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller or Originator
may furnish to the Trustee or the Custodian and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto. None of the Trustee, the Securities Administrator, the Master Servicer or the Custodian shall have any
responsibility for determining the sufficiency of such assignment for its intended purpose, and upon such release, the Trustee and the Custodian shall have no further responsibility with regard to such Mortgage File. 
  
 SECTION 2.10 Substitution of Mortgage Loans. 
  
 (a) In lieu of repurchasing any such Mortgage Loan as provided above, the
Seller (as such, the “Substituting Party”) may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a “Deleted Mortgage Loan”) and substitute one or more Qualified Substitute
Mortgage Loans in the manner and subject to the limitations of this Section 2.10. Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to this Section 2.10 must be effected prior to the last
Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the Substituting Party substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by delivering to the
Custodian, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the assignment to the Substituting Party, and such other documents and agreements, with all necessary endorsements thereon, together with an
Officers’ Certificate stating that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as described below), if any, in connection with such substitution. The Custodian
shall acknowledge receipt for such 
  

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 Qualified Substitute Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Files and deliver to the
Substituting Party, the Trustee and the Depositor, with respect to such Qualified Substitute Mortgage Loans, a certification substantially in the form of a revised Initial Certification, with any exceptions noted thereon. Within 90 days of the date
of substitution, the Custodian shall deliver to the Substituting Party, the Trustee and the Depositor a certification substantially in the form of a revised Final Certification, with respect to such Qualified Substitute Mortgage Loans, with any
exceptions noted thereon. Scheduled Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the Substituting Party. For the month
of substitution, payments to the Certificateholders shall reflect the collections and recoveries in respect of such Deleted Mortgage Loan in the related Due Period and the Substituting Party shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement as of the
date of substitution. 
  
 (b) The Depositor shall amend the
related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the Master
Servicer, the Securities Administrator, the Custodian and the Servicer. Upon such substitution, the Qualified Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to Section 2.7 with respect to such Mortgage Loan. 
  
 (c) For any month in which any Substituting Party substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller shall deposit the excess (each, a “Substitution Adjustment Amount”), if any, by which the aggregate Scheduled Principal Balances of all such
Deleted Mortgage Loans exceeds the aggregate Scheduled Principal Balances of the Qualified Substitute Mortgage Loans replacing such Deleted Mortgage Loans, together with (i) amounts specified in clause (c) of the definition of Repurchase
Price and (ii) one month’s interest on such excess amount at the applicable Net Mortgage Rate. On the date of such substitution, the Seller shall deliver or cause to be delivered to the Securities Administrator for deposit in the
Distribution Account an amount equal to the related Substitution Adjustment Amount, if any, and the Custodian, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and a Request for Release from the Seller, which includes a
written certification of the Seller of delivery of such amount to the Securities Administrator, shall release to the Substituting Party the related Mortgage File or Files. The Custodian shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranty, as the Substituting Party shall deliver to the Trustee with respect to any Deleted Mortgage Loan to be released pursuant hereto. 
  
 (d) In addition, the Trustee shall cause the Substituting Party to obtain at
its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(l) of the Code or on “contributions after the Startup Date” 
  

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 under Section 860G(d)(l) of the Code, or (b) any REMIC created hereunder to fail to qualify as a REMIC at any
time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given. 
  
 SECTION 2.11 Granting Clause. 
  
 (a) It is intended that the conveyance of the Mortgage Loans by the Seller
to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders, as provided for in Sections 2.1 and 2.2, be construed as a sale of the Mortgage Loans and other assets in the Trust Fund by the Seller to the Depositor
and by the Depositor to the Trustee for the benefit of the Certificateholders. Further, it is not intended that any such conveyances be deemed a pledge of the Mortgage Loans by the Seller to the Depositor to secure a debt or other obligation of the
Seller, or a pledge of the Mortgage Loans by the Depositor to the Trustee for the benefit of the Certificateholders to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the
Seller or the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Fund, then it is intended that: 
  
 (i) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the UCC; 
  
 (ii) the conveyances provided for in Sections 2.1 and 2.2 shall be deemed a grant by the Seller to the Depositor, and by the Depositor to the Trustee for the benefit of the Certificateholders, as the case may be, of
(1) a security interest in all of the Seller’s right and Depositor’s right, as applicable, (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and
(C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including
without limitation all Liquidation Proceeds, all Insurance Proceeds and all amounts from time to time held or invested in the Distribution Account and the Custodial Account, whether in the form of cash, instruments, securities or other property and
(2) an assignment by the Seller to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders of any security interest in any and all of the Seller’s and Depositor’s right (including the power to
convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); 
  
 (iii) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the UCC and any other UCC (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and 
  

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 (iv) notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuing Entity for the purpose of perfecting
such security interest under applicable law. 
  
 (b) The Seller
and the Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the
Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the
Seller and the Depositor shall prepare and file any UCC financing statements that are necessary to perfect the Depositor’s and the Trustee’s security interest in or lien on the Mortgage Loans, as evidenced by an Officer’s Certificate
of the Seller and the Depositor, and furnish a copy of each such filed financing statement to the Trustee. The Seller and the Depositor shall prepare and file, at the expense of the Trust Fund, all filings necessary to maintain the effectiveness of
any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in or lien on the Mortgage Loans for the benefit of the Certificateholders, including without limitation (i) continuation statements, and
(ii) to the extent that a Responsible Officer of the Depositor has received written notice of such change or transfer, such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee,
(B) any change of location of the domicile or the chief executive office of the Seller or the Depositor, or (C) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan. 
  
 (c) Neither the Seller nor the Depositor shall organize under the law of any
jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to
the Servicer and the Trustee. Before effecting such change, each of the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements
necessary to continue the perfection of the interests of its transferees, including the Trustee for the benefit of the Certificateholders, in the Mortgage Loans. 
  
 (d) Neither the Seller nor the Depositor shall take any action inconsistent with the sale by the Seller or the Depositor of
its right, title and interest in and to the Mortgage Loans or Trust Fund and shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Mortgage Loan and the other property of the Trust Fund is
held by the Trustee for the benefit of the Certificateholders. In addition, the Seller and the Depositor shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other property of the Trust Fund by
stating that it is not the owner of such Mortgage Loan and that ownership of such Mortgage Loan or other property of the Trust Fund is held by the Trustee for the benefit of the Certificateholders. 
  

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 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
  
 SECTION 3.1 Representations and Warranties of the Seller. 
  
 The Seller hereby represents and warrants to the other parties hereto as of the Closing Date that: 
  
 (a) The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware, with full power and authority
to own its assets and conduct its business as presently being conducted. 
  
 (b) The Seller has the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized. 
  
 (c) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and
except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). 
  
 (d) None of the execution and delivery of this Agreement, the sale of the Mortgage Loans by the Seller, the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, the certificate of incorporation, bylaws or any legal restriction or any agreement or instrument to which the
Seller is now a party or by which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject, or impair the ability of the Issuing Entity to
realize on the Mortgage Loans, or impair the value of the Mortgage Loans. 
  
 (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or
the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. 
  
 (f) There is no action, suit, proceeding or investigation pending or to its
knowledge threatened against the Seller which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller, or in any material impairment of
the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or contemplated herein, or which would be
likely to impair materially the ability of the Seller to perform under the terms of this Agreement. 
  

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 (g) The transfer, assignment and conveyance of the Mortgage Loans by the Seller pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. 
  
 (h) The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not
undertaken to hinder, delay or defraud any of the Seller’s creditors. 
  
 (i) The consideration received by the Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. 
  
 (j) The Seller has determined that the disposition of the Mortgage Loans from
Seller to Depositor pursuant to this Agreement will be afforded sale treatment for accounting purposes, all on a non-consolidated basis. 
  
 (k) The Seller has not transferred the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. 
  
 (l) The Seller has not dealt with any broker, investment banker, agent or
other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans. 
  
 (m) Immediately prior to the transfer by the Seller to the Depositor of each Mortgage Loan, the Seller had good and equitable title to each Mortgage Loan,
subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. On and after the transfer by the Seller to the Depositor of each Mortgage Loan, the Depositor
will have good and equitable title to each Mortgage Loan, subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. 
  
 (n) None of this Agreement, the information set forth in the Mortgage Loan
Schedules attached hereto and the information contained in the related electronic data file delivered to the Master Servicer by the Seller, nor any statement, report or other document furnished or to be furnished by or on behalf of the Seller
pursuant to this Agreement or in connection with the transactions contemplated hereby, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. 
  
 (o) The information about the Seller under the heading “The
Sponsor” in the Prospectus relating to the Seller, as of the respective dates of the preliminary prospectus supplement and the prospectus supplement, and as of the Closing Date, does not include an untrue statement of a material fact and does
not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. 
  

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 SECTION 3.2 Representations and Warranties of the Depositor. 
  
 The Depositor hereby represents and warrants to the other parties hereto as
of the Closing Date that: 
  
 (a) The Depositor has been duly
organized and is validly existing as a corporation in good standing under the laws of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted. 
  
 (b) The Depositor has the full corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Depositor and the consummation
of the transactions contemplated hereby have been duly and validly authorized. 
  
 (c) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity). 
  
 (d) None of
the execution and delivery of this Agreement, the sale of the Mortgage Loans by the Depositor, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in
a breach of any of the terms, certificate of incorporation, bylaws or any legal restriction or any agreement or instrument to which the Depositor is now a party or by which it is bound, or constitute a default or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Depositor or its property is subject, or impair the ability of the Issuing Entity to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. 
  
 (e) No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement or the sale of the Mortgage Loans is evidenced by the consummation of the transactions contemplated by this
Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. 
  
 (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Depositor which, either individually or in
the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Depositor, or in any material impairment of the right or ability of the Depositor to carry on its business
substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Depositor to
perform under the terms of this Agreement. 
  

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 (g) The transfer, assignment and conveyance of the Mortgage Loans by the Depositor pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. 
  
 (h) The Depositor is solvent and the sale of the Mortgage Loans will not cause the Depositor to become insolvent. The sale of the Mortgage Loans is not
undertaken to hinder, delay or defraud any of the Depositor’s creditors. 
  
 (i) The consideration received by the Depositor upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. 
  
 (j) The Depositor has determined that the disposition of the Mortgage Loans
from Depositor to the Issuing Entity pursuant to this Agreement will be afforded sale treatment for accounting purposes, all on a non-consolidated basis. 
  
 (k) The Depositor has not transferred the Mortgage Loans to the Trust Fund with any intent to hinder, delay or defraud any of its creditors. 

 
 (l) The Depositor has not dealt with any broker, investment banker, agent
or other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans. 
  
 (m) Immediately prior to the transfer by the Depositor to the Trust Fund of each Mortgage Loan, the Depositor had good and equitable title to each
Mortgage Loan (insofar as such title was conveyed to it by the Seller), subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. On and after the
transfer by the Depositor to the Trust Fund of each Mortgage Loan, the Issuing Entity will have good and equitable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation
interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. 
  
 SECTION 3.3 Representations and Warranties of the Servicer. 
  
 The Servicer hereby represents and warrants to the other parties hereto as of the Closing Date that: 
  
 (a) The Servicer is a national banking association, duly organized and
validly existing in good standing under the laws of the United States of America, with full power and authority to own its assets and conduct its business as presently being conducted. 
  
 (b) The Servicer has the full corporate power and authority to execute and deliver this Agreement and to perform its
obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have
been duly and validly authorized. 
  

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 (c) This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against
the Servicer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights
in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). 
  
 (d) None of the execution and delivery of this Agreement, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and
conditions of this Agreement will conflict with or result in a breach of any of the terms, articles of incorporation, or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or
constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject, or impair the ability of the Issuing Entity to realize on the Mortgage Loans, or impair the
value of the Mortgage Loans. 
  
 (e) No consent, approval,
authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement as evidenced by the consummation of the transactions
contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. 
  
 (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Servicer which, either individually or in the
aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially
as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under
the terms of this Agreement. 
  
 (g) The Servicer is an approved
servicer of conventional residential mortgage loans for Fannie Mae and Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer
is in good standing to service mortgage loans for Fannie Mae and Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac
eligibility requirements. 
  
 (h) The Servicer acknowledges and
agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration
of the Mortgage Loans pursuant to this Agreement. 
  
 (i) The
consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer, which is in the business of servicing loans. 
  

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 (j) There has been no material adverse change in the business, operations, financial condition or assets
of the Servicer since the date of the Servicer’s most recent financial statements. 
  
 (k) The Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred to any other securitization due to any act or failure to act of the
Servicer. 
  
 (l) The Servicer has not been terminated as servicer
in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger. 
  
 (m) No material noncompliance with the applicable Servicing Criteria with respect to other securitizations of residential mortgage loans involving the
Servicer as servicer has been disclosed or reported by the Servicer. 
  
 (n) No material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the date hereof. 
  
 (o) There are no
aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement. 
  
 (p) There are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicer.

  
 (q) There are no affiliations, relationships or transactions
relating the Servicer with respect to any securitization transaction and any party thereto identified by the Depositor of a type described in Item 1119 of Regulation AB. 
  
 SECTION 3.4 Representations and Warranties of the Master Servicer and Securities Administrator. 
  
 [ - ] hereby represents and warrants to the other parties hereto as of the
Closing Date that: 
  
 (a) It is a national banking association,
duly organized and validly existing in good standing under the laws of the United States of America, with full power and authority to own its assets and conduct its business as presently being conducted. 
  
 (b) It has the full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Master Servicer or the Securities
Administrator and the consummation of the transactions contemplated hereby have been duly and validly authorized. 
  

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 (c) This Agreement constitutes a legal, valid and binding obligation of the Master Servicer and
Securities Administrator, enforceable against each in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). 
  
 (d) None of the execution and delivery of this Agreement, the transactions contemplated hereby, or the fulfillment of or
compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Master Servicer or the
Securities Administrator are now a party or by which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or the Securities Administrator or their
respective properties are subject, or impair the ability of the Issuing Entity to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. 
  
 (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by
the Master Servicer and the Securities Administrator of or compliance by the Master Servicer and Securities Administrator with this Agreement as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such
consent, approval, authorization or order has been obtained prior to the related Closing Date. 
  
 (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Master Servicer or the Securities Administrator which, either individually or in the aggregate, may result
in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer or the Securities Administrator, or in any material impairment of the right or ability of the Master Servicer or the
Securities Administrator to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to
impair materially the ability of the Master Servicer or the Securities Administrator to perform under the terms of this Agreement. 
  
 (g) At such time as the Master Servicer is the successor servicer, it is an approved servicer of conventional residential mortgage loans for Fannie Mae
and Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. At such time the Master Servicer is the successor servicer, the Master Servicer
or an Affiliate of the Master Servicer is a HUD-approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to service mortgage loans for Fannie Mae and Freddie Mac, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it or any of its Affiliates unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac. 

 
 (h) The consummation of the transactions contemplated by this Agreement
are in the ordinary course of business of the Master Servicer and Securities Administrator. 
  

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 (i) It has not been terminated as master servicer or securities administrator in a residential mortgage
loan securitization, either due to a master servicing default or other inability to perform the required services. 
  
 (j) No material noncompliance with the applicable Servicing Criteria with respect to other securitizations of residential mortgage loans involving the
Master Servicer or Securities Administrator as servicer has been disclosed or reported by the Master Servicer. 
  
 (k) No material changes to the Master Servicer’s policies or procedures with respect to the master servicing function it will perform under this
Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the date hereof. 
  
 (l) There are no aspects of the Master Servicer’s financial condition that could have a material adverse effect on the performance by it of its
master servicing obligations under this Agreement. 
  
 (m) There
are no material legal or governmental proceedings pending (or known to be contemplated) against the Master Servicer. 
  
 (n) There are no affiliations, relationships or transactions relating the Master Servicer with respect to this transaction and any party thereto
identified by the Depositor of a type described in Item 1119 of Regulation AB. 
  
 ARTICLE IV 
 SERVICING OF THE MORTGAGE LOANS 
  
 SECTION 4.1 General. 
  
 (a) The Servicer shall service and administer the Mortgage Loans on behalf
of the Issuing Entity in accordance with this Agreement and shall have full power and authority, acting alone or through one or more subservicers, to do any and all things in connection with such servicing and administration that the Servicer may
deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices. 
  
 (b) Subject to the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination, consistent with Accepted Servicing Practices, such waiver, modification, postponement or indulgence is
not materially adverse to the Issuing Entity or the Certificateholders; provided, however, the Servicer shall not make any future advances of funds to the Mortgagor with respect to a Mortgage Loan or extend the Due Dates for Scheduled
Monthly Payments on a Mortgage Note past the Due Period with respect to the Maturity Date. Further, the Servicer shall not, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable, permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the Scheduled Principal Balance
(except for actual payments of principal) or extend the final maturity date with 
  

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 respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii) cause any
REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. Further, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both
(x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G 2(b) of the Treasury regulations and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions. In the event of any modification that permits the deferral of interest or principal payments on any Mortgage
Loan, the Servicer shall, on the Business Day immediately preceding the Servicer Remittance Date in any month in which any such principal or interest payment has been deferred, deposit as a Monthly Advance in the Custodial Account from its own funds
the difference between (i) such month’s principal and one month’s interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (ii) the amount paid by the Mortgagor. The Servicer shall
be entitled to reimbursement for such Advances to the same extent as for all other Monthly Advances. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on
behalf of itself and the Issuing Entity, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney (which are acceptable to the Trustee) and other documents necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement. 
  
 (c) Subject to
Section 4.3 the Servicer may arrange for the subservicing of any Mortgage Loan it services by a Servicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related
subservicing agreement must provide for the servicing of such Mortgage Loan in a manner consistent with the servicing arrangements contemplated hereunder. The Servicer shall be solely liable for all fees owed to the Subservicer under any
subservicing agreement, regardless of whether the Servicer’s compensation hereunder is adequate to pay such fees. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Issuing Entity for the servicing and administration of the Mortgage Loans it
services in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the Servicer and to the same extent and
under the same terms and conditions as if the Servicer alone were servicing and administering those Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Servicer
with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans it services that are
received by a subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer. Any subservicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by the Master Servicer, if the
Master Servicer has assumed the duties of the Servicer, or by any successor servicer, at the Master Servicer’s or successor servicer’s option, as applicable, without cost or obligation to the assuming or terminating party or its assigns.
Any 
  

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 subservicing agreement, and any other transactions or services relating to the Mortgage Loans involving a Subservicer,
shall be deemed to be between the Servicer and such subservicer alone, and the Master Servicer shall not be deemed a party thereto and shall have no claims or rights of action against, rights, obligations, duties or liabilities to or with respect to
the Subservicer or its officers, directors or employees. 
  
 SECTION 4.2 Use of Subservicers and Subcontractors. 
  
 The
Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of Section 4.2(a). The Servicer
shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this
Agreement unless the Servicer complies with the provisions of Section 4.2(a) of this Section. 
  
 (a) It shall not be necessary for the Servicer to seek the consent of the Depositor or the Master Servicer to the utilization of any Subservicer. The
Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of this Section, with Item 1108 of Regulation AB, and with Sections 5.1, 5.2, 5.9 and 6.7 of this
Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 6.7(a) of this Agreement. The Servicer shall be responsible for obtaining from each
Subservicer and delivering to the Depositor and the Master Servicer any servicer Compliance Statement required to be delivered by such Subservicer under Section 5.2, any Assessment of Compliance and Attestation Report required to be delivered
by such Subservicer under Section 5.1, and any certification required to be delivered to the Person that will be responsible for signing the Back-Up SOX Certification under Section 5.3as and when required to be delivered. 
  
 (b) It shall not be necessary for the Servicer to seek the consent of the
Depositor or Master Servicer to the utilization of any Subcontractor. The Servicer shall promptly upon request provide to the Master Servicer and the Depositor (or any designee of the Depositor, such as an administrator) a written description (in
form and substance satisfactory to the Depositor and the Master Servicer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if
any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in Assessments of Compliance
provided by each Subcontractor identified pursuant to this Section 4.2(a). 
  
 (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such
Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 5.1 and 5.9 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be
responsible for obtaining from each Subcontractor and delivering to the Depositor any assessment of compliance and attestation and any other certifications required to be delivered by such Subcontractor under Section 5.1, in each case as and
when required to be delivered. 
  

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 SECTION 4.3 Collection of Mortgage Loan Payments. 
  
 (a) Continuously from the date hereof until the principal and interest on
all Mortgage Loans are paid in full or the Mortgage Loans have been fully liquidated (with respect to Mortgage Loans that remain subject to this Agreement), the Servicer shall proceed diligently to collect all payments due under each of the Mortgage
Loans when the same shall become due and payable, and shall to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable mortgage insurance policy, follow such collection procedures as it
follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. 
  
 (b) If any Mortgage Loan is more than 60 days delinquent, the Servicer immediately shall inspect the Mortgaged Property and shall conduct subsequent
inspections in accordance with Accepted Servicing Practices or as may be required by any primary mortgage guaranty insurer. The Servicer shall keep a written report of each such inspection. 
  
 SECTION 4.4 Realization Upon Defaulted Mortgage Loans. 
  
 (a) The Servicer shall use efforts consistent with Accepted Servicing
Practices to foreclose upon or otherwise comparably convert the ownership of such Mortgage Properties as come in to and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to
Section 4.3. The Servicer shall realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Issuing Entity, taking into account, among other things, the timing of foreclosure proceedings.
Foreclosure or comparable proceedings shall be initiated within 120 days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent payments unless prevented by statutory limitations or states
whose insolvency laws prohibit such actions within such timeframe. As an alternative to foreclosure, the Servicer may arrange for the sale of such Mortgage Loan to a third party in an arms length transaction and at fair market value. The Servicer
shall from its own funds make all necessary and proper Servicing Advances; provided, however, that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration or preservation
of any Mortgaged Property, unless it shall determine (i) that such preservation, restoration and/or foreclosure will increase the net proceeds of liquidation of the Mortgage Loan to the Issuing Entity after reimbursement for such expenses and
(ii) that such expenses will be recoverable by it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant to Section 4.6) or through Insurance Proceeds
(respecting which it shall have similar priority). 
  
 (b) If the
Servicer has knowledge that a Mortgaged Property that the Servicer is contemplating acquiring in foreclosure or by deed-in-lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the
Servicer, the Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with Accepted Servicing Practices. The Servicer shall not have any obligation to purchase any Mortgaged Property at any
foreclosure sale. 
  

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 SECTION 4.5 Establishment of and Deposits to Custodial Account. 
  
 (a) The Servicer shall establish and maintain one or more accounts (the
“Custodial Account”), designated “Custodial Account of [Name of Servicer], as Servicer f/b/o FBR Securitization Trust 200  -  .” The Custodial Account shall be established as an Eligible
Account, and any funds therein shall at all times be insured to the fullest extent allowed by applicable law. All funds required to be deposited in the Custodial Account shall be held in trust for the Trustee until withdrawn in accordance with
Section 4.6. The Servicer shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from any of its own funds and general assets Within five Business Days following any request of the Master
Servicer, the Servicer shall provide the Master Servicer with written confirmation of the existence of such Custodial Account. 
  
 (b) Funds on deposit in the Custodial Account may be invested at the direction of the Servicer, but only in Eligible Investments that mature not later
than the Business Day prior to the Servicer Remittance Date next following the date of such investment. All income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Servicer out of its own funds immediately as such losses are realized. 
  
 (c) The Servicer shall deposit in the Custodial Account within two Business
Days of Servicer’s receipt, and retain therein, the following collections received by the Servicer and payments made by the Servicer after the Cut-off Date (other than payments of principal and interest due on or before the Cut-off Date), or
prior to the Cut-off Date but allocable to a period subsequent thereto: 
  
 (i) all payments on account of principal on the Mortgage Loans, including all Principal Prepayments (including Prepayment Premiums paid by any Mortgagor or by the Servicer pursuant to Section 4.18 of this
Agreement); 
  
 (ii) all payments on account of
interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate; 
  
 (iii) all Liquidation Proceeds (net of Liquidation Expenses); 
  
 (iv) all Insurance Proceeds, including amounts required to be deposited pursuant to Section 4.11 (other than proceeds to be held in
the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to a Mortgagor in accordance with Section 4.14 and Accepted Servicing Practices) and Section 4.12; 
  
 (v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 4.15 and Accepted Servicing Practices; 
  
 (vi) any amounts required to be deposited in the Custodial Account pursuant to Sections 2.1(b) or 4.21; 
  

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 (vii) any amounts payable in connection with the repurchase of any Mortgage Loan and all
amounts required to be deposited by the Servicer in connection with a shortfall in principal amount of any Qualified Substitute Mortgage Loan pursuant to Section 2.9; 
  
 (viii) with respect to each Principal Prepayment and any Prepayment Interest Shortfall, the Compensating
Interest Payment (to be paid by the Servicer out of its own funds); 
  
 (ix) any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to Section 4.15; 
  
 (x) any amounts required to be deposited by the Servicer pursuant to Section 4.12 in connection with
the deductible clause in any blanket hazard insurance policy; and 
  
 (xi) any other amounts required to be deposited into the Custodial Account hereunder. 
  
 (d) No later than the Servicer Remittance Date, the Servicer shall deposit in the Custodial Account from its own funds or from amounts held for future
remittance an amount equal to all Monthly Advances with respect to the related Determination Date (with interest adjusted to the Mortgage Loan Remittance Rate). Any amounts held for future remittance and so used shall be replaced by the Servicer by
deposit in the Custodial Account on or before the next Servicer Remittance Date. The Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the later of (i) the last Scheduled Monthly Payment due
prior to the payment in full of the Mortgage Loan, or (ii) the last Servicer Remittance Date prior to the Servicer Remittance Date for the remittance of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds,
Condemnation Proceeds and REO Disposition Proceeds) with respect to the Mortgage Loan; provided, however, that any such obligation under this Section 4.5(d) shall cease with respect to a Mortgage Loan if the Servicer determines,
in its reasonable good faith judgment, that Monthly Advances with respect to such Mortgage Loan are Non-recoverable Advances. In the event that the Servicer determines that any such Monthly Advances are Non-recoverable Advances, the Servicer shall
provide the Master Servicer and the Securities Administrator with a certificate signed a Responsible Officer of the Servicer evidencing such determination and setting forth the basis for such determination. 
  
 (e) The foregoing requirements for deposit into the Custodial Account shall
be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary income (other than Prepayment Premiums and Non-Morgagor
Prepayment Premium Payment Amounts), to the extent permitted by Section 4.3, need not be deposited by the Servicer into the Custodial Account. In the event that the Servicer shall remit any amount not required to be remitted and not otherwise
subject to withdrawal pursuant to Section 4.6, it may at any time withdraw such amount from the Custodian Account, any provision herein to the contrary notwithstanding. In no event shall the Securities Administrator, the Master Servicer or the
Trustee incur liability for withdrawals from the Custodian Account at the direction of the Servicer. 
  

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 SECTION 4.6 Permitted Withdrawals From Custodial Account. 
  
 The Servicer may, from time to time, withdraw funds from the Custodial
Account for the following purposes: 
  
 (a) to make remittances
to the Securities Administrator in the amounts and in the manner provided for in Section 4.24; 
  
 (b) to reimburse itself for unreimbursed Monthly Advances, the Servicer’s right to reimburse itself pursuant to this subclause (b) being limited
to amounts received on the related Mortgage Loan which represent late payments of principal and/or interest respecting which any such advance was made, it being understood that in the case of any such reimbursement the Servicer’s right thereto
shall be prior to the rights of the Issuing Entity, except that, where the Servicer is required to repurchase a Mortgage Loan pursuant to Section 4.21, the Servicer’s right to such reimbursement shall be subsequent to the payment to the
Issuing Entity of the Repurchase Price pursuant to such Sections and all other amounts required to be paid to the Issuing Entity with respect to such Mortgage Loan; 
  
 (c) to reimburse itself for unreimbursed Servicing Advances and for any unpaid Servicing Fees, the Servicer’s right to
reimburse itself pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer from the
Mortgagor or otherwise relating to the Mortgage Loan, it being understood that in the case of any such reimbursement the Servicer’s right thereto shall be prior to the rights of the Issuing Entity, except that where the Servicer is required to
repurchase a Mortgage Loan pursuant to Section 4.21, in which case the Servicer’s right to such reimbursement shall be subsequent to the payment to the Issuing Entity of the Repurchase Price pursuant to such Sections and all other amounts
required to be paid to the Issuing Entity with respect to such Mortgage Loan; 
  
 (d) to pay itself interest earned on funds deposited in the Custodial Account to the extent such amount was previously credited; 
  

(e) to pay any amount required to be paid pursuant to Section 4.15 related to any REO Property, it being understood that, in the case of any such
expenditure or withdrawal related to a particular REO Property, the amount of such expenditure or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account with respect to the related REO Property;

  
 (f) to reimburse itself for any Non-recoverable Advances after
liquidation of the Mortgaged Property not otherwise reimbursed above; 
  
 (g) to remove funds inadvertently placed in the Custodial Account by the Servicer; 
  
 (h) to reimburse itself any Prepayment Interest Excess; and 
  
 (i) to clear and terminate the Custodial Account upon the termination of this Agreement. 
  

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 The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for
the purpose of justifying any withdrawal from the Custodial Account. 
  
 SECTION 4.7 Establishment of and Deposits to Escrow Account. 
  
 (a) The Servicer shall establish and maintain one or more accounts (an “Escrow Account”), designated “Escrow Account of [Name of Servicer], as Servicer f/b/o FBR Securitization Trust
200  -   and various Mortgagors.” Each Escrow Account shall be established as an Eligible Account, and any funds therein shall at all times be insured to the fullest extent allowed by applicable law. The
Servicer shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from any of its own funds and general assets. Within five Business Days following any request of the Master Servicer, the Servicer
shall provide the Master Servicer with written confirmation of the existence of such Custodial Account. 
  
 (b) To the extent permitted by law, funds on deposit in the Escrow Account may be invested at the direction of the Servicer. The Servicer shall be
entitled to retain any interest paid on funds deposited in the Escrow Account, other than interest on escrowed funds required by law to be paid to any Mortgagor. To the extent required by law, the Servicer shall pay interest on escrowed funds to a
Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or that interest paid thereon is insufficient for such purposes. 
  
 (c) The Servicer shall deposit in the Escrow Account within two Business Days of Servicer’s receipt, and retain therein, the following collections
received by the Servicer: 
  
 (i) all Escrow
Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; and 
  
 (ii) all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property. 
  
 (d) The
Servicer shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, as set forth in Section 4.8. 
  
 SECTION 4.8 Permitted Withdrawals From Escrow Account. 
  
 Withdrawals from the Escrow Account may be made by the Servicer only: 
  
 (a) to effect timely payments of ground rents, taxes, assessments, water rates, condominium charges, fire and hazard
insurance premiums or other items constituting Escrow Payments for the related Mortgage; 
  
 (b) to reimburse the Servicer for any Servicing Advances made by the Servicer pursuant to Section 4.9 with respect to a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which
represent late collections of Escrow Payments thereunder; 
  

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 (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of
the related Mortgage Loan; 
  
 (d) for transfer to the Custodial
Account for application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note; 
  
 (e) for application to the restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 4.15; 
  
 (f) to pay to the Servicer, or any Mortgagor to the extent required by law,
any interest paid on the funds deposited in the Escrow Account; 
  
 (g) to remove funds inadvertently placed in the Escrow Account by the Servicer; or 
  
 (h) to clear and terminate the Escrow Account on the termination of this Agreement. 
  
 SECTION 4.9 Payment of Taxes, Insurance and Other Charges. 
  
 With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and the status of fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by
the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payment of all such charges irrespective of
each Mortgagor’s faithful performance in the payment of same of the making of the Escrow Payments, and the Servicer shall make advances from its own funds to effect such payments, which advances shall constitute Servicing Advances hereunder;
provided, however, that the Servicer shall be required to so advance only to the extent that the Servicer, in its reasonable good faith judgment, believes the Servicing Advance to be recoverable from Insurance Proceeds or Liquidation
Proceeds or otherwise. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall use its reasonable efforts in accordance with Accepted Servicing Practices to determine whether any such payments are made by the Mortgagor
at the time they first become due. The Servicer shall make Servicing Advances from its own funds to effect such delinquent payments within such time period as will avoid the loss of the related Mortgaged Property by foreclosure of a tax or other
lien. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not be added to the Scheduled Principal Balances of the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit. 
  
 SECTION 4.10 Transfer of Custodial Account or Escrow Account. 
  
 The Servicer may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time; provided, however, that the Servicer shall give notice to the Master Servicer of
any proposed change of the location of either Account not later than ten Business Days prior to any change thereof. 
  

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 SECTION 4.11 Mortgaged Property Insurance. 
  
 (a) The Servicer shall cause to be maintained for each Mortgage Loan hazard
insurance such that all buildings upon the Mortgaged Property are insured by a generally acceptable insurer acceptable under Accepted Servicing Practices against loss by fire, hazards of extended coverage and such other hazards as are customary or
required by law in the area where the Mortgaged Property is located, in an amount which is at least equal to the lesser of (a) 100% of the maximum insurable value of the improvements securing such Mortgage Loan and (b) the greater of
(i) the outstanding principal balance of the Mortgage Loan and (ii) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee from becoming a co-insurer. In the event a hazard insurance policy
shall be in danger of being terminated, or in the event the insurer shall cease to be acceptable under Accepted Servicing Practices, the Servicer shall notify the related Mortgagor, and shall use its commercially reasonable best efforts, as
permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy substantially and materially similar in all respects to the original policy. In no event, however, shall a Mortgage Loan be without a hazard
insurance policy at any time, subject only to Section 4.12. 
  
 (b) If the related Mortgaged Property is located in an area identified by the Flood Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in effect with a generally acceptable insurance carrier acceptable under Accepted Servicing Practices in an amount representing
coverage equal to the lesser of (a) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage if replacement cost coverage is not available
for the type of building insured) and (b) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Servicer determines in accordance
with applicable law and under Accepted Servicing Practices that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Servicer shall notify the related Mortgagor to obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within 45 days after such notification, the
Servicer shall immediately force place the required flood insurance on the Mortgagor’s behalf. Any out-of-pocket expenses or advance made by the Servicer on such force-placed flood insurance coverage shall be deemed a Servicing Advance.

  
 (c) If a Mortgage is secured by a unit in a condominium
project, the Servicer shall verify that the coverage required of the owner’s association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with Accepted Servicing Practices, and secure from the
owner’s association its agreement to notify the Servicer promptly of any change in the insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property as security. 
  

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 (d) In the event that the Servicer shall determine that the Mortgaged Property should be insured against
loss or damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of the Mortgage, the Servicer shall communicate and consult with the Mortgagor with respect to the need for such
insurance and bring to the Mortgagor’s attention the desirability of protection of the Mortgaged Property. 
  
 (e) All policies required hereunder shall name the Servicer as loss payee and shall be endorsed with standard mortgagee clauses, without contribution,
which shall provide for at least 30 days prior written notice of any cancellation, reduction in amount or material change in coverage. 
  
 (f) The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either an insurance carrier or agent; provided,
however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies are acceptable under Accepted Servicing Practices and are licensed to do business in the jurisdiction in which the
Mortgaged Property is located. The Servicer shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property owner, and that they properly describe the property address. The Servicer shall furnish to the
Mortgagor a formal notice of expiration of any such insurance in sufficient time for the Mortgagor to arrange for renewal coverage by the expiration date. 
  
 (g) Pursuant to Section 4.5, any amounts collected by the Servicer under any such policies (other than amounts to be deposited in the Escrow Account
and applied to the restoration or repair of the related Mortgaged Property, or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Servicer’s normal servicing procedures as specified
in Section 4.14) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.6. 
  
 SECTION 4.12 Blanket Mortgage Hazard Insurance. 
  
 In the event that the Servicer shall obtain and maintain a blanket policy insuring against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy (a) names the Servicer or the Issuing Entity as loss payee, (b) provides coverage in an amount equal to the amount required pursuant to Section 4.11 without
coinsurance and (c) otherwise complies with Accepted Servicing Practices and all other requirements of Section 4.11, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.11. The Servicer shall
prepare and make any claims on the blanket policy as deemed necessary by the Servicer in accordance with prudent servicing practices. Any amounts collected by the Servicer under any such policy relating to a Mortgage Loan shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 4.6. Such policy may contain a deductible clause, in which case, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with
Section 4.11, and there shall have been a loss which would have been covered by such policy, the Servicer shall deposit in the Custodial Account at the time of such loss the amount not otherwise payable under the blanket policy because of such
deductible clause, such amount to be deposited from the Servicer’s funds, without reimbursement therefor. Upon request of the Master Servicer or the Trustee, the Servicer shall cause to be delivered to the Master Servicer or the Trustee, as the
case may be, a certified true copy of any such policy. 
  

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 SECTION 4.13 Fidelity Bond and Errors and Omissions Insurance. 
  
 The Servicer shall maintain with responsible companies, at its own expense,
a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees and other Persons acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Mortgage
Loans. Any such Fidelity Bond and Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions and negligent acts of such persons. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.13 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such Fidelity Bond and Errors and Omissions Insurance Policy shall be at least equal to the amounts acceptable to Fannie Mae and Freddie Mac. Upon the request of the Master Servicer or the
Trustee, the Servicer shall cause to be delivered to the Master Servicer or the Trustee, as the case may be, a certificate of insurance for such Fidelity Bond and Errors and Omissions Insurance Policy. 
  
 SECTION 4.14 Restoration of Mortgaged Property. 
  
 The Servicer need not obtain the approval of the Master Servicer or the
Trustee prior to releasing any Insurance Proceeds or Condemnation Proceeds to any Mortgagor to be applied to the restoration or repair of any Mortgaged Property if such release is in accordance with Accepted Servicing Practices. For claims greater
than $15,000, at a minimum the Servicer shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds: 
  
 (a) the Servicer shall receive satisfactory independent verification of completion of repairs and issuance of any required
approvals with respect thereto; 
  
 (b) the Servicer shall take
all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens; 
  
 (c) the Servicer shall verify that the Mortgage Loan is not in default; and 
  
 (d) pending repairs or restoration, the Servicer shall place the Insurance
Proceeds or Condemnation Proceeds in the Escrow Account. 
  
 If
the Issuing Entity is named as an additional loss payee, the Servicer is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Issuing Entity. 
  

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 SECTION 4.15 Title, Management and Disposition of REO Property. 
  
 (a) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Issuing Entity, or in the event the Issuing Entity is not authorized or permitted to hold title to real property in the state where the
REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent
with an Opinion of Counsel obtained by the Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Issuing Entity shall acknowledge in writing
that such title is being held as nominee for the Issuing Entity. 
  
 (b) The Servicer shall manage, conserve, protect and operate each REO Property for the Issuing Entity solely for the purpose of its prompt disposition and sale. The Servicer, either itself or through an agent selected by the Servicer, shall
manage, conserve, protect and operate the REO Property consistent with Accepted Servicing Practices. The Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided
below) on such terms and conditions as the Servicer deems to be in the best interest of the Issuing Entity. 
  
 (c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Servicer shall dispose of such REO Property before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund,
request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless the Servicer obtains an Opinion of Counsel,
addressed to the Servicer and the Trustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not: (i) result in the imposition of any tax on “prohibited transactions” as defined in
Section 860F of the Code; or (ii) cause any REMIC constituting any part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 4.6. 
  
 (d) Subject to compliance with applicable laws and regulations as shall at
any time be in force, and notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition of any
federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes. 
  

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 (e) The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders
solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by
the related REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. The
Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic
report of each such inspection. Such reports shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in
the best interest of the Certificateholders. 
  
 (f) The Servicer
shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. 
  
 (g) The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in
the best interests of the Issuing Entity; provided, however, that any REO disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of
Counsel is obtained by the Servicer to the effect that such sale shall not cause any Trust REMIC to fail to qualify as a REMIC). The proceeds of sale of the REO Property (“REO Disposition Proceeds”) shall be promptly deposited in
the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed Monthly Advances. On the
Servicer Remittance Date immediately following the Prepayment Period in which such sale proceeds are received, the net cash proceeds of such sale remaining in the Custodial Account shall be remitted to the Securities Administrator. 
  
 (h) The Servicer shall withdraw from the Custodial Account funds necessary
for the proper operation management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.11. The Servicer shall make monthly remittances on each Servicer Remittance Date to the
Securities Administrator of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in this Section 4.15 and of any reserves reasonably required from time to time to be
maintained to satisfy anticipated liabilities for such expenses). With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of
such REO Property. 
  
 SECTION 4.16 Mortgage Loan Reports; Real
Estate Owned Reports. 
  
 (a) Not later than the tenth
calendar day (or if such day is not a Business Day, the succeeding Business Day) of each month, the Servicer shall furnish to the Depositor, the Master Servicer and the Securities Administrator (i) a monthly remittance advice in the format
agreed 
  

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 upon by the Servicer and the Master Servicer and a monthly defaulted loan report with the reporting criteria set forth in
Exhibit E (or in such other format mutually agreed to among the Servicer, the Master Servicer and the Securities Administrator) in respect of the prior Due Period and related Prepayment Period, and information on realized losses and gains in
the form attached as Exhibit D (or other format agreed to by the Master Servicer and the Servicer), (ii) all such information required above on a magnetic tape or other similar media reasonably acceptable to the Depositor, the Master
Servicer and the Securities Administrator, and with supporting documentation with respect to the report on Exhibit D, and (iii) such other information with respect to the Mortgage Loans (to the extent such information is available on the
systems of the Servicer) as the Securities Administrator may reasonably require to perform its obligations under the Owner Trust Agreement. In addition, by no later than the third Business Day following the end of each Prepayment Period, the
Servicer shall furnish to the Master Servicer and the Securities Administrator a monthly remittance advice, in form and substance satisfactory to them, with respect to all Principal Prepayments in full received during the related Prepayment Period.

  
 (b) The Servicer, upon written request of the Depositor or its
agent, shall on an ongoing basis from information obtained through its servicing of the Mortgage Loans, provide the Depositor with any information necessary to enable the Depositor to perform its obligations in connection with any United States
federal, state or local income tax return required to be filed on behalf of the Issuing Entity by the Depositor. Without limiting the foregoing, the Servicer shall, following the foreclosure sale or abandonment of any Mortgaged Property, report such
foreclosure or abandonment as required pursuant to Section 6050J of the Code. The Servicer shall file information reports with respect to the receipt of mortgage interest received in a trade or business and information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property as required by the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by the Code. 
  
 (c) The Servicer shall furnish to the Master Servicer on or before the
Servicer Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for the previous month and the Servicer’s efforts in connection with the sale of such REO Property and any rental of
such REO Property incidental to the sale thereof for the previous month. That statement shall be accompanied by such other information as the Master Servicer shall reasonably request. 
  
 SECTION 4.17 Adjustable Rate Mortgage Loans. 
  
 (a) With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Rate on the related Adjustment Date in
compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage
regarding the Mortgage Rate adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Rate in accordance with the terms of the related Mortgage Note, the
Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby. 
  

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 (b) In the event that the Index for any Mortgage Loan, as specified in the related Mortgage Note, becomes
unavailable for any reason, the Servicer shall select an alternative index in accordance with the terms of such Mortgage Note or, if such Mortgage Note does not make provision for the selection of an alternative index in such event, the Depositor
shall, subject to applicable law, select an alternative index based on information comparable to that used in connection with the original Index and, in either case, such alternative index shall thereafter be the Index for such Mortgage Loan.

  
 SECTION 4.18 Prepayment Premiums. 
  
 (a) Notwithstanding anything in this Agreement to the contrary, in the event
of a Principal Prepayment in full or in part of a Mortgage Loan, the Seller may not waive any Prepayment Premium or portion thereof required by the terms of the related Mortgage Note unless (i) the enforceability thereof shall have been limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or (ii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or other
involuntary payment, or (iii) in the Seller’s reasonable judgment as described herein, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of total proceeds taking
into account the value of such Prepayment Premium and related Mortgage Loan and (z) doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Premium in connection with a refinancing of a
Mortgage Loan that is related to a default or a reasonably foreseeable default). In no event will the Servicer waive a Prepayment Premium in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably
foreseeable default. 
  
 (b) If the Servicer waives or does not
collect all or a portion of Prepayment Premium relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as provided above, the Servicer shall deposit the amount of such Prepayment Premium (or
such portion thereof as had been properly waived) into the Custodial Account for distribution in accordance with the terms of this Agreement. The rights of the Holders of the Class P Certificates to any such Non-Mortgagor Prepayment Premium Payment
Amount shall not be an asset of any Trust REMIC. 
  
 SECTION 4.19
Credit Reporting; Gramm Leach Bliley Act. 
  
 (a) The
Servicer agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its mortgagor credit files to Equifax, Experian, and Trans
Union Credit Information Servicer on a monthly basis. 
  
 (b) The
Servicer agrees to transmit full-file credit reporting data for each Mortgage Loan pursuant to Exhibit G. For each Mortgage Loan, the Servicer shall report one of the following statuses each month: new origination; current; delinquent (30-,
60-, 90-days, etc.); foreclosed or charged-off. 
  

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 (c) The Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999 and all applicable
regulations promulgated thereunder, relating to the Mortgage Loans and the related Mortgagors and shall provide all required notices thereunder. 
  
 SECTION 4.20 Transfers of Mortgaged Property. 
  
 (a) The Servicer shall use its commercially reasonable best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage
Note and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note.
When the Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause
applicable thereto; provided, however, that the Servicer shall not exercise such rights if prohibited by law from doing so. 
  
 (b) If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, the Servicer shall enter into
(a) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (b) in the
event the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the Servicer has the prior consent of the primary mortgage guaranty insurer, if any, a substitution of liability
agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. If an
assumption fee is collected by the Servicer for entering into an assumption agreement the fee will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, neither the Mortgage Rate borne by the
related Mortgage Note, the term of the Mortgage Loan, the outstanding principal amount of the Mortgage Loan nor any other material terms shall be changed unless such change would be consistent with Accepted Servicing Practices. 
  
 (c) To the extent that any Mortgage Loan is assumable, the Servicer shall
inquire diligently into the credit-worthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used with respect to underwriting mortgage loans by the Seller of the
same type as the Mortgage Loans. If the credit-worthiness of the proposed transferee does not meet such underwriting criteria, the Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. 
  
 SECTION 4.21
Satisfaction and Release of Mortgage Files. 
  
 (a) Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer shall request the release of any Mortgage Loan Documents.

  

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 (b) If the Servicer satisfies or releases a Mortgage without first having obtained payment in full of the
indebtedness secured by the Mortgage or should the Servicer otherwise prejudice any rights the Issuing Entity may have under the mortgage instruments, the Servicer shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof
in the Custodial Account within two Business Days of receipt of such written demand by the Master Servicer or, if earlier, the date on which the Servicer has knowledge of such improper release. The Servicer shall maintain the Fidelity Bond and
Errors and Omissions Insurance Policy as provided for in Section 4.13 insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein. 
  
 (c) Upon (i) becoming aware of the payment in full of any Mortgage Loan
or (ii) the receipt by the Servicer of a notification that payment in full has been or will be escrowed in a manner customary for such purposes, the Servicer will promptly notify the Trustee and Custodian by a certification (which certification
shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Custodial Account maintained by the Servicer pursuant to Section 4.5 have been or will be so deposited)
of a Servicing Officer and shall request the Custodian to deliver to the Servicer the related Mortgage File. Upon receipt of such certification and Request for Release, the Custodian shall promptly release the related Mortgage File to the Servicer,
and the Trustee shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Servicer is authorized to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan,
an instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Custodial Account.
Notwithstanding anything to the contrary herein, the Trustee shall in no way be liable or responsible for the willful malfeasance of the Servicer, or for any wrongful or negligent actions taken by the Servicer, while the Servicer is acting pursuant
to the powers granted to it in this paragraph. 
  
 (d) From time
to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the Servicer (in form reasonably acceptable to the Trustee) and as are
necessary to the prosecution of any such proceedings. The Trustee shall, upon request of the Servicer, as applicable, and delivery to the Trustee, of a trust receipt signed by a Servicing Officer, cause the Custodian to release the related Mortgage
File held in its possession or control to the Servicer. Such trust receipt shall obligate the Servicer to return the Mortgage File to the Custodian when the need therefor by the Servicer no longer exists unless the Mortgage Loan shall be liquidated,
in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the trust receipt shall be released by the Trustee to the Servicer. 
  
 (e) The Trustee shall furnish the Servicer, upon request, with any powers of attorney (which are acceptable to the Trustee)
empowering the Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
action relating to the Mortgage Loans or the Mortgaged Property, in accordance with 
  

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 this Agreement, and the Trustee shall execute and deliver such other documents as the Servicer may request, necessary or
appropriate to enable the Servicer to service the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by
the Servicer). 
  
 (f) In no event shall the Servicer, without the
Trustee’s written consent, (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Servicer’s representative capacity or (ii) take any action with the intent to cause, and which
actually does cause, the Trustee to be registered to do business in any state. The Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of
such powers of attorney by the Servicer. In the performance of its duties hereunder, the Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trustee, be deemed to be the
agent of the Trustee. 
  
 SECTION 4.22 Superior Liens.

  
 (a) With respect to each Mortgage Loan secured by a second
lien, if any, the Servicer shall, for the protection of the Issuing Entity’s interest, file (or cause to be filed) of record a request for notice of any action by a superior lienholder where permitted by local law and whenever applicable state
law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption. The Servicer shall also notify any superior lienholder in writing of the
existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the Mortgagor or the Mortgaged Property by the superior lienholder. 
  
 (b) If the Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations
secured by the superior lien, or has declared or intends to declare a default under the superior mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the
Servicer shall take whatever actions are necessary to protect the interests of the Issuing Entity, and/or to preserve the security of the related Mortgage Loan. The Servicer shall make a Servicing Advance of the funds necessary to cure the default
or reinstate the superior lien if the Servicer determines that such Servicing Advance is in the best interests of the Trust Fund and is not a Nonrecoverable Advance. The Servicer shall not make such a Servicing Advance except to the extent that it
determines in its reasonable good faith judgment that such advance will be recoverable from Liquidation Proceeds on the related Mortgage Loan. The Servicer shall thereafter take such action as is necessary to recover the amount so advanced.

  
 SECTION 4.23 Servicer Compensation. 
  
 (a) As compensation for its services hereunder, the Servicer shall be
entitled to withdraw from the Custodial Account the amount of its servicing Fee to the extent deposited therein on or before the Servicer Remittance Date. The Servicing Fee shall be payable monthly. The obligation of the Issuing Entity to pay the
Servicing Fee is limited to, and payable solely from, the interest portion of such Scheduled Monthly Payments with respect to the related Mortgage Loan, or as otherwise provided in Section 4.6. Notwithstanding the foregoing, with 
  

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 respect to the payment of the Servicing Fee for any month, the aggregate Servicing Fee shall be reduced (but not below
zero) by an amount equal to the Compensating Interest Payment for the related Distribution Date. 
  
 (b) Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, late payment charges and other ancillary income (other
than Prepayment Premiums) shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement thereof except as specifically provided for herein. 
  
 SECTION 4.24 Servicer Remittances. 
  
 (a) On each Servicer Remittance Date, the Servicer shall remit to the Securities Administrator the sum of the following (the “Servicer Remittance Amount”): 
  
 (i) all amounts deposited in the Custodial Account as of the
close of business on the Determination Date (net of charges against or withdrawals from the Custodial Account pursuant to Section 4.6); plus 
  
 (ii) the aggregate amount of all Monthly Advances, if any, which the Servicer is obligated to advance on or before the Servicer Remittance
Date pursuant to Section 4.5 with respect to the related Due Period; minus 
  
 (iii) any amounts attributable to Principal Prepayments received during the applicable Prepayment Period, together with any additional
interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.5; and minus 
  

(iv) any amounts attributable to Scheduled Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the
month in which such Servicer Remittance Date occurs, which amounts shall be remitted on the Servicer Remittance Date next succeeding the Due Period for such amounts. 
  
 (b) On each Servicer Remittance Date, no later than 4:00 P.M., ET, the Servicer shall remit the Servicer Remittance Amount
by wire transfer of immediately available funds to the Securities Administrator. All remittances required to be made to the Securities Administrator shall be made to the following wire account or to such other account as may be specified by the
Securities Administrator from time to time: 
  

			
	[ - ]	  	 
	ABA#:	  	[ - ]
	Account Name:	  	[ - ]
	Account Number:	  	[ - ]
	For further credit to:	  	FBRSI 200  -  , Account #
                    

  
 (c) With respect to
any remittance received by the Securities Administrator after the Servicer Remittance Date on which such remittance was due, the Servicer shall pay to the 
  

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 Securities Administrator interest on any such late remittance at an annual rate equal to the Prime Rate, adjusted as of
the date of each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law, from the date such remittance was due until the date paid, both inclusive. The payment by the Servicer of any such
interest shall not be deemed an extension of time for payment or a waiver of any Servicer Event of Default by the Servicer. 
  
 ARTICLE V 
 REPORTS 
  
 SECTION 5.1 Assessment of Compliance and Attestation Reports.

  
 Each Responsible Party shall provide to the Securities
Administrator and to the Depositor, no later than March 1 of each year, commencing             , an assessment of compliance with servicing criteria (“Assessment of
Compliance”) and related attestation report (“Attestation Report”) as of and for the period ending on December 31 of the preceding calendar year, which Assessment of Compliance and Attestation Report shall relate to
each of the servicing criteria identified on Exhibit 1122 hereto as the responsibility of such Responsible Party and shall comply with the provisions of Item 1122 of Regulation AB. Each Assessment of Compliance provided by a Responsible
Party shall include (a) a statement of such party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of
Regulation AB to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an
Attestation Report on such party’s Assessment of Compliance with the applicable servicing criteria. 
  
 SECTION 5.2 Annual Compliance Statement. 
  
 Each Responsible Party shall furnish to the Securities Administrator and the Depositor no later than March 1 of each year, commencing
            , an annual compliance statement (“Compliance Statement”) signed by a Responsible Officer of such party to the effect that (a) a review of such
party’s activities during the reporting period and the party’s performance under this Agreement have been made under such officer’s supervision and (b) to the best of such officer’s knowledge, based on such review, such
Responsible Party has fulfilled all of its obligations under this Agreement in all material respect throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
and the nature and status thereof. 
  
 SECTION 5.3 Back-Up SOX
Certification. 
  
 Each Responsible Party shall deliver to
the Securities Administrator and the Depositor no later than March 1 of each year, commencing             , in which the Issuing Entity is required to file an execute an Annual
Report on Form 10-K, a certification (a “Back-Up SOX Certification”), signed by a Responsible Officer of such party, in the form of Exhibit SOX attached hereto. 
  

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 SECTION 5.4 Commission Reporting. 
  
 (a) The Master Servicer shall, in accordance with industry standards, prepare and file with the Commission via EDGAR, the
following reports in respect of the Issuing Entity as and to the extent required under the Exchange Act, each of which reports shall be signed by the [Master Servicer]. 
  
 (i) Distribution Report on Form 10-D. Within 15 days following each Distribution Date (or such
later date as may be permissible due to an extension of the filing deadline), the Securities Administrator will prepare and file a Distribution Report on Form 10-D with respect to the Issuing Entity, which “Distribution Report” shall
include a copy of the Distribution Date Statement prepared by the Securities Administrator in respect of the related Distribution Date detailing all data elements specified in Item 1121(a) of Regulation AB other than those data elements
specified in Item 1121(a)(11), (12) and (14); provided, that, the Securities Administrator shall have received from the Depositor (and the Servicer with respect to Item 1), no later than ten days prior to the date such Distribution
Report on Form 10-D is required to be filed, the following additional information, data, and materials required to be included in the Distribution Report on Form 10-D for such Distribution Date: 
  
 (A) Item 1 – Distribution and Pool Performance
Information (each of the data elements specified in Item 1121(a)(11), (12) and (14) of Regulation AB); 
  
 (B) Item 2 – Legal Proceedings (information required by Item 1117 of Regulation AB); 
  
 (C) Item 3 – Sale of Securities and Use of
Proceeds (information required by Item 2 of Part II of Form 10-Q); 
  
 (D) Item 4 – Defaults Upon Senior Securities (information required by Item 3 of Part II of Form 10-Q); 
  
 (E) Item 5 – Submission of Matters to a Vote of Security Holders (information required by Item 4 of Part II of Form 10-Q);

  
 (F) Item 6 – Significant Obligors
of Pool Assets (information required by Item 1112(b) of Regulation AB); 
  
 (G) Item 7 – Significant Enhancement Provider Information (information required by Items 1114(b)(2) and 1115(b) of Regulation AB); 
  
 (H) Item 8 – Other Information (all other information required to be disclosed on Form 8-K during
the period covered by the report and not yet reported); and 
  
 (I) Item 9 – Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of Regulation S-K other than the Distribution Date Statement to be provided by the Securities Administrator).

  

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 (ii) Annual Report on Form 10-K. The Securities Administrator will prepare
and file an Annual Report on Form 10-K in respect of the Issuing Entity, provided, that the Securities Administrator shall have received from the Depositor and other transaction parties, no later than March 1 of each calendar year prior
to the filing deadline for such Annual Report, all information, data and exhibits required to be provided or filed with such Annual Report including information, data, and exhibits required to be provided in connection with the following Items and
other filing requirements of Form 10-K: 
  
 (A)
Item 9B – Other Information (information required to be reported on Form 8-K in the fourth quarter but not reported); 
  
 (B) Item 15 – Exhibits and Financial Statement Schedules (including all exhibits required to be filed pursuant to Item 601
of Regulation S-K under the Exchange Act other than [the certification specified in Item 601(b)(31)(ii) of Regulation S-K and] the Assessment of Compliance, Attestation Report and Compliance Statement specified in Item 601(b)(33),
(34) and (35) of Regulation S-K with respect to those Servicing Criteria as to which the Securities Administrator is the Responsible Party); 
  
 (C) Significant Obligor Financial Information (Item 1112(b) of Regulation AB); 
  
 (D) Significant Enhancement Provider Financial Information
(Items 1114(b)(2) and 1115(b) of Regulation AB); 
  
 (E) Legal Proceedings (Item 1117 of Regulation AB); 
  
 (F) Affiliations and Certain Relationships and Related Transactions (Item 1119 of Regulation AB); and 
  
 (G) Compliance with Applicable Servicing Criteria (Item 1122 of Regulation AB). 
  
 (iii) Current Reports on Form 8-K. The
Securities Administrator will prepare and file Current Reports on Form 8-K in respect of the Issuing Entity at the direction of the [Depositor] and at the expense of the Trust Fund, provided, that the Depositor shall have timely notified the
Securities Administrator of an item reportable on a Current Report on Form 8-K and shall have delivered to the Securities Administrator no later than two Business Days prior to the filing deadline for such Current Report, all information, data and
exhibits required to be provided or filed with such Current Report, including, particularly, information, data and exhibits required to be provided in connection with the following Items of Form 8-K, [but only to the extent that a Responsible
Officer of the Securities Administrator does not otherwise have actual knowledge of same in its capacity as Securities Administrator hereunder]: 
  
 (A) Item 1.01 – Entry into a Material Definitive Agreement; 
  
 (B) Item 1.02 – Termination of a Material Definitive Agreement; 
  

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 (C) Item 1.03 – Bankruptcy or Receivership; 
  
 (D) Item 2.04 – Triggering Events that Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 
  
 (E) Item 3.03 – Material Modification to Rights of Security Holders; 
  
 (F) Item 5.03 – Amendments of Articles of
Incorporation or Bylaws; Change of Fiscal Year; 
  
 (G) Item 6.02 – Change in Servicer or Trustee; 
  
 (H) Item 6.03 – Change in Credit Enhancement or Other External Support; 
  
 (I) Item 6.04 – Failure to Make a Required Distribution; and 
  
 (J) Item 6.05 – Securities Act Updating Disclosure. 
  
 (iv) Form 15. As and when permitted under the
provisions of Exchange Act, the Securities Administrator will prepare and file, on behalf of the Issuing Entity, a Form 15 to suspend the Issuing Entity’s reporting obligations under the Exchange Act. 
  
 (b) All information, data, and materials required to be provided by any
Responsible Party to the Securities Administrator for incorporation in any report to be filed with the Commission shall be provided in a format compatible with Commission filing requirements, including, as appropriate, EDGAR filing guidelines. The
Depositor acknowledges and agrees that the Securities Administrator may include in any Exchange Act report all relevant information, data and exhibits as the Securities Administrator may receive in connection with such report irrespective of any
provision that may permit the exclusion of such material. For example, the Securities Administrator may file all Assessments of Compliance, Attestation Reports and Compliance Statements timely received from any Responsible Party irrespective of any
applicable minimum pool asset percentage requirement for disclosure related to such Responsible Party. 
  
 (c) The Depositor agrees to furnish promptly to the Securities Administrator from time to time upon request such additional information, data, reports,
documents and financial statements within the Depositor’s possession or control as the Securities Administrator reasonably requests as necessary or appropriate to prepare and file the foregoing reports. The Securities Administrator shall make
available to the Depositor copies of all Exchange Act reports filed hereunder. 
  
 (d) Notwithstanding Section 5.4(a)(ii) above, in the event that the Securities Administrator has not timely received all information, data, and exhibits as are required to prepare and file any required Exchange
Act report, the Depositor nevertheless hereby directs the Securities Administrator to file such Exchange Act report based on the information that the Securities Administrator has timely received and without such additional required information, data
or exhibits not timely received. Upon subsequent delivery to the Securities Administrator of 
  

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 all information, data, and exhibits required to complete such Exchange Act report and upon direction of the Depositor,
the Securities Administrator will prepare and file an amendment to the prior Exchange Act report filing to include such additional information. The Depositor shall be responsible for all costs and expenses of the Securities Administrator related to
the preparation and filing of any such amendment. 
  
 (e) Other
than the Exchange Act reports specified above, the Securities Administrator shall have no responsibility to file any items or reports with the Commission under the Exchange Act or otherwise; provided, however, the Securities Administrator will
cooperate with the Depositor in connection with any additional filings with respect to the Issuing Entity as the Depositor deems necessary under the Exchange Act. 
  
 (f) The Trust Fund shall pay all costs and expenses of the Securities Administrator related to the preparation and filing of
any Current Report on Form 8-K, any Distribution Report on Form 10-D (other than the costs and expense of the Securities Administrator associated with the preparation and filing of the Distribution Date Report) or any amendment to any Exchange Act
report. 
  
 SECTION 5.5 Distribution Date Report.

  
 (a) On each Distribution Date, the Securities Administrator
shall make available to the other parties hereto a report containing information with respect to such Distribution Date (each, a “Distribution Date Report”), including the following items (on the basis of information provided with
respect to the Mortgage Loans on the Servicer Report): 
  
 (i) the Interest Proceeds; 
  
 (ii) the
Principal Proceeds, including Liquidation Proceeds and Insurance Proceeds, stating separately the amount attributable to Scheduled Monthly Payments of principal and unscheduled payments in the nature of principal; 
  
 (iii) the amount of principal distributed on each Class of
Certificates; 
  
 (iv) the Certificate Principal
Balance of each class of Certificates, to the extent applicable, as of such Distribution Date after giving effect to payments allocated to principal reported under subclause (iii) above; 
  
 (v) the Pass-Through Rate, if applicable, for each Class of
Certificates for such Distribution Date; 
  
 (vi)
the Net WAC Cap Carryover Amounts distributed on such Distribution Date, the amounts remaining unpaid after giving effect to distributions thereof on such Distribution Date and the amounts of all Net WAC Carryover Amounts covered by withdrawals from
the Reserve Account on such Distribution; 
  
 (vii) the amount of any Realized Losses incurred with respect to the Mortgage Loans (x) in the applicable Prepayment Period and (y) in the aggregate since the Cut-off Date; 
  

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 (viii) the amount of the Servicing Fees and Master Servicing Fees paid during the Due
Period to which such Distribution Date relates; 
  
 (ix) the number and aggregate Scheduled Principal Balance of Mortgage Loans, as reported to the Master Servicer and the Securities Administrator by the Servicer: 
  
 (A) remaining outstanding, 
  
 (B) delinquent 30 to 59 days on a contractual basis, 
  
 (C) delinquent 60 to 89 days on a contractual basis,

  
 (D) delinquent 90 or more days on a
contractual basis, 
  
 (E) as to which
foreclosure proceedings have been commenced as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs, 
  
 (F) in bankruptcy, and 
  
 (G) that are REO Properties; 
  
 (x) the aggregate Scheduled Principal Balance of any
Mortgage Loans with respect to which the related Mortgaged Property became an REO Property as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs; 

 
 (xi) with respect to substitution of Mortgage Loans in
the preceding calendar month, the Scheduled Principal Balance of each Deleted Mortgage Loan and of each Qualified Substitute Mortgage Loan; 
  
 (xii) the aggregate amount of any Monthly Advances made by or on behalf of the Servicer (or the Master Servicer) solely to the extent
reported to the Securities Administrator by the Master Servicer; and 
  
 (xiii) LIBOR with respect to such Distribution Date and the following Interest Accrual Period. 
  
 (b) The Securities Administrator will make such report and additional loan level information (and, at its option, any additional files containing the same
information in an alternative format) available each month to the Rating Agencies, the Trustee, the Certificateholders, the Depositor and the Cap Provider via the Securities Administrator’s website. The Securities Administrator’s website
can be accessed at                     . Assistance in using the website can be obtained by calling the Securities Administrator’s
customer service desk at                     . Such parties that are unable to use the website are entitled to have a paper copy mailed to
them via first class mail by notifying the Securities Administrator at the address set forth herein, and indicating such. The Securities Administrator shall have the right to change 
  

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 the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the
above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes. 
  
 (c) The foregoing information and reports shall be prepared and determined by the Securities Administrator based solely on Mortgage Loan data provided to
the Master Servicer and the Securities Administrator by the Servicer pursuant to Section 4.16. In preparing or furnishing the foregoing information, the Securities Administrator shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Property that have been provided to the Master Servicer and the Securities Administrator by the Servicer, and neither the Securities Administrator nor the Master Servicer shall be
obligated to verify, recompute, reconcile or recalculate any such information or data. 
  
 (d) Upon the reasonable advance written request of any Certificateholder that is a savings and loan, bank or insurance company, which request, if received by the Trustee shall be forwarded promptly to the Securities
Administrator, the Securities Administrator shall provide, or cause to be provided (or, to the extent that such information or documentation is not required to be provided by the Servicer, shall use reasonable efforts to obtain such information and
documentation from the Servicer, and provide), to such Certificateholder such reports and access to information and documentation regarding the Mortgage Loans as such Certificateholder may reasonably deem necessary to comply with applicable
regulations of the Office of Thrift Supervision or its successor or other regulatory authorities with respect to an investment in the Certificate; provided, however, that the Securities Administrator shall be entitled to be reimbursed
by such Certificateholder for actual expenses incurred in providing such reports and access. 
  
 SECTION 5.6 Subservicers and Subcontractors. 
  
 (a) The Servicer shall: 
  
 (i) cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 4.2(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation
AB, to deliver to the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when required pursuant to Section 5.1. 
  

(ii) deliver, and cause each Subservicer and each Subcontractor described in clause (i) to provide, to the Depositor, the Master
Servicer and any other Person that will be responsible for signing the Back-Up SOX Certification on behalf of an asset-backed issuer with respect to this transaction a certification, signed by the appropriate officer of the Company, in the form
attached hereto as Exhibit SOX. 
  
 (b) The Servicer acknowledges
that the parties identified in clause (a)(ii) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Back-Up SOX Certification and filing such with the Commission. 
  
 (c) Each Assessment of Compliance provided by a Subservicer pursuant to
Section          shall address each of the Servicing Criteria specified on a certification substantially in the 
  

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 form of Exhibit 1122 hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case
of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An Assessment of Compliance provided by a Subcontractor pursuant to Section 5.1 need not address any elements of the Servicing Criteria other than
those specified by the Servicer pursuant to Section 4.2(b). 
  
 SECTION 5.7 Additional Information. 
  
 Any party
that signs any Exchange Act report that the Securities Administrator is required to file shall provide to the Securities Administrator prompt notice of the execution of such Exchange Act report along with the name and contact information for the
person signing such report and shall promptly deliver to the Securities Administrator the original executed signature page for such report. In addition, each of the parties agrees to provide to the Securities Administrator such additional
information related to such party as the Securities Administrator may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information
related to such party or its performance hereunder. 
  
 SECTION
5.8 Intention of the Parties and Interpretation. 
  
 Each
of the parties acknowledges and agrees that the purpose of the foregoing provisions of this Article V is to facilitate compliance by the Securities Administrator and the Depositor with the provisions of Regulation AB, as such may be amended from
time to time and subject to clarification and interpretive advice as may be issued by the staff of the Commission from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in
such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Securities Administrator or the Depositor for
delivery of additional or different information as the Securities Administrator or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required
to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. 
  
 SECTION 5.9 Indemnification. 
  
 Each Responsible Party hereby agrees to indemnify and hold harmless the Securities Administrator and each of its directors, officers, employees, agents,
and affiliates from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any breach by such Responsible
Party of any if its obligations under this Article V, including particularly its obligations to provide any Assessment of Compliance, Attestation Report, Compliance Statement or any information, data or materials required to be included in any
Exchange Act report, (b) any misstatement or omission in any information, data or materials provided by such Responsible Party, or (c) the negligence, bad faith or willful misconduct of such Responsible 
  

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 Party in connection with its performance hereunder. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Securities Administrator, then each Responsible Party agrees that it shall contribute to the amount paid or payable by the Securities Administrator as a result of any claims, losses, damages or liabilities incurred
by the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Securities Administrator on the one hand and such Responsible Party on the other. This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement. 
  
 ARTICLE VI 
 THE SERVICER 
  
 SECTION 6.1 Limitation on Resignation and Assignment by Servicer. 
  
 (a) The Servicer shall not assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or
any portion hereof or sell or otherwise dispose of all of its property or assets without the prior written consent of the Master Servicer. 
  
 (b) The Servicer shall not resign from the obligations and duties hereby imposed on it except (i) with the consent of the Master Servicer and the
Depositor or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, the Depositor and the Trustee, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer and the Trustee. No such resignation shall
become effective until a successor acceptable to the Depositor and the Master Servicer shall have assumed the Servicer’s responsibilities and obligations. 
  

SECTION 6.2 Examination Rights; Additional Information. 
  
 (a) The Master Servicer, the Trustee, the Depositor and the Securities Administrator, or their respective designees, shall
have the right to examine and audit any and all of the related books, records, facilities or other information of the Servicer, whether held by the Servicer or by another on its behalf, with respect to or concerning this Agreement or the Mortgage
Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon at least two Business Days prior written notice; provided, however, that such examination will not be permitted to the extent such
examination would be inconsistent with (i) the Servicer’s current reasonable procedures and policies in effect at such time, (ii) applicable law (including any rules and regulations promulgated thereunder), including but not limited
to applicable copyright and trademark laws, (iii) any evidentiary privileges that the Servicer may have with respect to such materials, i.e., disclosure of such materials may cause the Servicer to lose such privilege, and (iv) the
confidentiality obligations imposed upon the Servicer by any unaffiliated third-party relating to such books of account and records. 
  
 (b) The Servicer shall make available for interview to the Master Servicer and the Depositor and their respective employees, agents, representatives and
attorneys, such officers and employees that are responsible for and/or knowledgeable about the performance about the Servicer’s obligations hereunder. Any such inspection or interview shall be upon reasonable advance notice and only as long as
such inspection or interview does not disrupt the operations of the Servicer. 
  

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 (c) The Servicer shall provide access to information and documentation regarding the Mortgage Loans to
the Master Servicer and Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to the Certificateholders that are savings and loan associations, banks or insurance companies,
the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the
Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Servicer designated by it. In fulfilling such a
request the Servicer shall not be responsible for determining the sufficiency of such information. 
  
 (d) The Servicer shall provide to the Master Servicer such additional information as the Master Servicer may reasonably request, including evidence of the
authorization of the person signing any certification or statement, financial information and reports and of the Fidelity Bond and Errors and Omissions Insurance policy required to be maintained by the Servicer pursuant to Section 4.13, and
such other information related to the Servicer or its performance hereunder. 
  
 SECTION 6.3 Servicer as Bailee. 
  
 (a) The Servicer shall transmit to the Custodian such documents and instruments coming into the possession of the Servicer from time to time as are required by the terms hereof to be delivered to the Custodian. Any funds received by the
Servicer in respect of any Mortgage Loan or which otherwise are collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholder, subject
to the Servicer’s right to retain or withdraw amounts provided in this Agreement and to the right of the Servicer to retain its Servicing Fee and other amounts as provided herein. 
  
 (b) All Mortgage Files and funds collected or held by, or under the control of, the Servicer, in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Servicer for and on behalf of the Trustee as the Trustee’s agent and bailee for purposes of
perfecting the Trustee’s security interest therein as provided by the relevant UCC or laws; provided, however, that the Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly
due and payable to the Servicer under this Agreement and shall be authorized to remit such funds to the Trustee in accordance with this Agreement. 
  
 (c) The Servicer hereby acknowledges that, concurrently with the execution of this Agreement, the Trustee shall have a security interest in the Mortgage
Loans and in all Mortgage Files representing such Mortgage Loans and in all funds and investment property now or hereafter held by, or under the control of, the Servicer or are collected by the Servicer in connection with the Mortgage Loans, whether
as Scheduled Monthly Payments or as full or 
  

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 partial prepayments of principal or interest or as Liquidation Proceeds or Insurance Proceeds or otherwise, and in all
proceeds of the foregoing and proceeds of proceeds (but excluding any fee or other amounts to which the Servicer is entitled to hereunder); and the Servicer agrees that so long as the Mortgage Loans are collaterally assigned to and held by the
Trustee, all documents or instruments constituting part of the Mortgage Files, and such funds relating to the Mortgage Loans which come into the possession or custody of, or which are subject to the control of, the Servicer shall be held by the
Servicer and on behalf of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the Trustee’s security interest therein as provided by the applicable UCC or other applicable laws. 
  
 SECTION 6.4 Termination of the Servicer without Cause. 
  
 The Depositor may terminate the Servicer without cause upon 90 days prior
written notice; provided, however, that no such termination will be effective until the obligations of the Servicer hereunder have been assumed by a successor servicer appointed in accordance with Section 8.7. Notwithstanding the
foregoing, if the Servicer is terminated without cause, the successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Monthly Advances and Servicing Advances upon the transfer of servicing to such
successor servicer. 
  
 SECTION 6.5 Servicer Events of
Default. 
  
 (a) Each of the following shall constitute a
Servicer Event of Default on the part of the Servicer: 
  
 (i) any failure by the Servicer to remit to the Securities Administrator any payment required to be made under the terms of this Agreement and such failure continues for two Business Days; 
  
 (ii) failure by the Servicer duly to observe or perform in
any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (other than the covenants described in clause (ix) below), including, but not limited to, breach by the Servicer of any one or
more of the representations, warranties and covenants of the Servicer as set forth in Section 3.3, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Master Servicer or the Trustee; 
  
 (iii) failure by the Servicer to maintain its license to do business in any jurisdiction where the Mortgaged Property is located if such license is required; 
  
 (iv) a petition with, or decree or order of a court or
agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, including bankruptcy, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been filed or entered against the Servicer and such petition or decree or order shall have remained in force undischarged or unstayed for a period of 60 days; 

 

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 (v) the Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; 
  
 (vi) the Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or
cease its normal business operations for at least three Business Days; 
  
 (vii) the Servicer ceases to meet the Servicer eligibility qualifications of Fannie Mae or Freddie Mac; 
  
 (viii) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 6.1 hereof; or 
  
 (ix) any failure by the Servicer to duly perform, within the required time period, its obligations to provide any Assessment of
Compliance, Attestation Report, Compliance Statement, Back-Up SOX certification, or any other information, data or materials required to be provided hereunder, including any items required to be included in any Exchange Act report pursuant to
Article V, which failure continues unremedied for a period of five days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. 
  
 (b) If the Servicer obtains knowledge of a Servicer Event of Default, the
Servicer shall promptly notify the Master Servicer, the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or
the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of the Servicer under this Agreement and
in and to the Mortgage Loans and the proceeds thereof. 
  
 (c) The
Master Servicer will provide written notice of the Servicer’s termination upon a Servicer Event of Default to the Servicer, the Depositor, the Seller and the Trustee. Except with respect to a Servicer Event of Default under Section 6.5(a),
in which case such notice will be immediately effective, the termination of the Servicer shall not become effective until at least ten Business Days following the date such notice of termination is provided by the Master Servicer to the Servicer and
the Depositor (the “Termination Notice Date”). Upon the Termination Notice Date, or ten Business Days thereafter, as applicable, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the successor servicer appointed pursuant to Section 8.8. 
  
 (d) If the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in this Section 6.5, upon written request from the
Depositor or the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by 
  

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 the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage
Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the
transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 
  
 (e) In connection with the foregoing, the Servicer being terminated shall
bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses,
and costs of amending the Agreement, if necessary. If such amounts are not paid by the terminated Servicer, they shall be paid from amounts held in the Distribution Account. 
  
 SECTION 6.6 Waiver of Defaults. 
  
 The Certificateholders representing 66 2/3% of the Voting Interests may by written notice waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except that a default in
the making of any required deposit to the Distribution Account that would result in a failure of the Securities Administrator to make any required payment of principal of or interest on the Certificates may only be waived with the consent of 100% of
the affected Certificateholders. Upon any waiver of a past default, such default shall cease to exist, and any Servicer Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. 
  
 SECTION 6.7 Servicer Covenants. 
  
 (a) If so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer and
(B) any affiliations or relationships that develop following the closing date of this transaction between the Servicer and any Subservicer and any of the transaction parties (and any other parties identified in writing by the requesting party)
with respect to this transaction, and (ii) provide to the Depositor a description of such proceedings, affiliations or relationships. 
  
 (b) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which
the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Depositor and Master Servicer, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice to the Depositor and Master Servicer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and
Master Servicer, all information reasonably requested by the Depositor or Master Servicer in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 
  

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 (c) In addition to such information as the Servicer is obligated to provide pursuant to other provisions
of this Agreement, if so requested by the Depositor, the Servicer shall provide such information regarding the performance or servicing of the Mortgage Loans as is reasonably required to facilitate preparation of distribution reports in accordance
with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due not less than ten
Business Days following such request. 
  
 SECTION 6.8
Indemnification. 
  
 The Servicer agrees to indemnify the
Depositor, the Issuing Entity, the Trustee, the Securities Administrator and the Master Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs,
liability, fees and expenses that the Depositor, the Issuing Entity, the Trustee, the Securities Administrator or the Master Servicer may sustain as a result of (i) the Servicer’s willful malfeasance, bad faith or negligence in the
performance of its duties under this Agreement, or (ii) the failure of the Servicer to perform its duties and its obligations under this Agreement and its duties and obligations to service the Mortgage Loans in compliance with the terms of this
Agreement. The Depositor, the Issuing Entity, the Trustee, the Securities Administrator or the Master Servicer shall as promptly as practicable notify the Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Depositor, the Issuing Entity, the Trustee, the Securities Administrator or the Master Servicer to indemnification under this Section 6.8, whereupon the Servicer shall assume the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. 
  
 SECTION 6.9 Opinion. 
  
 On or before the Closing Date, the Servicer shall cause to be delivered to the other parties to this Agreement and the Underwriters one or more Opinions
of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the recipients thereof, as to the due authorization, execution and delivery of this Agreement by the Servicer and the enforceability thereof. 
  
 ARTICLE VII 
 MASTER SERVICER 
  
 SECTION 7.1 Duties of the Master Servicer. 
  
 (a) The Master Servicer shall master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of this Agreement. The Master Servicer shall monitor the performance of the
obligations of the Servicer hereunder. 
  

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 (b) The Master Servicer shall not be required to cause the Servicer to take any action or refrain from
taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. The Master Servicer shall not take, or knowingly permit the Servicer to take, any action that is inconsistent with or
prejudices the interests of the Issuing Entity or the Trustee in any Mortgage Loan or the rights and interests of the Issuing Entity or the Trustee under this Agreement. The Master Servicer shall have no liability for the acts or omissions of the
Servicer in the performance by such Servicer of its obligations. 
  
 (c) If a party does not act as both the Master Servicer and the Securities Administrator, not later than the Business Day prior to each Distribution Date, the Master Servicer shall forward to the Securities Administrator a statement setting
forth the status of any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments
required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such
statement, the aggregate of deposits into and withdrawals from any account maintained by the Master Servicer. 
  
 (d) The Master Servicer shall, in accordance with Sections 6.5 and 7.8, in the event that the Servicer fails to perform its obligations in accordance
herewith, terminate the rights and obligations of the Servicer hereunder. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed for the costs of such enforcement initially (i) from a general
recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party
against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Distribution Account. 
  
 (e) If the Servicer fails to remit a Monthly Advance, the Master Servicer, in
its capacity as successor servicer, shall itself make such Advance. If the Master Servicer determines that a Monthly Advance is required, it shall, on the Business Day immediately prior to the related Distribution Date, deposit in the Custodial
Account immediately available funds in an amount equal to such Monthly Advance. The Master Servicer shall be entitled to be reimbursed from the Distribution Account in accordance with Section 10.1 for all Monthly Advances made by it from late
collections related to such Mortgage Loan or from other funds as provided in Section 10.1. Notwithstanding anything to the contrary herein, in the event the Master Servicer determines in its reasonable judgment that a Monthly Advance is a
Non-recoverable Advance, the Master Servicer shall be under no obligation to make such Monthly Advance. In the event that the Master Servicer determines that any such Monthly Advances are Non-recoverable Advances, the Master Servicer shall provide
the Trustee with a certificate signed by a Responsible Officer of the Master Servicer evidencing such determination and setting forth the basis for such determination. 
  
 (f) The Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this
Agreement. 
  

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 SECTION 7.2 Assignment or Delegation of Duties by the Master Servicer. 
  
 Except as expressly provided herein, the Master Servicer shall not assign or
transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master
Servicer hereunder, unless the Trustee and the Depositor shall have consented to such action (such consent of the Trustee or the Depositor not to be unreasonably withheld or delayed); provided, however, that the Master Servicer shall
have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations
to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of
such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of
compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 7.4, shall after such transfer be payable to such successor master
servicer. 
  
 SECTION 7.3 Fidelity Bond and Errors and Omission
Policy. 
  
 The Master Servicer, at its expense, shall
maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees and other Persons acting on such Master Servicer’s behalf, and
covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The Errors and Omissions Insurance Policy shall be in such form and amount that is consistent with coverage customarily maintained by master
servicers of mortgage loans similar to the Mortgage Loans. The Master Servicer shall provide the Depositor and the Trustee, upon request, with a copy of the Fidelity Bond and Errors and Omission Policy. 
  
 SECTION 7.4 Compensation to the Master Servicer. 
  
 (a) The Master Servicer will be entitled to the Master Servicer Fee on each
Distribution Date. All income and gain realized from any investment of funds in the Distribution Account shall be for the benefit of the Master Servicer as compensation. Notwithstanding the foregoing, if the Master Servicer is the successor
servicer, the Master Servicer shall deposit in the Distribution Account, on or before the related Distribution Date, an amount equal to the lesser of (a) its servicing compensation with respect to such Distribution Date and (b) the amount
of any Compensating Interest Payment required to be paid by the Servicer with respect to such Distribution Date pursuant to this Agreement, but which is not paid by the Servicer. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement. 
  
 (b) From the Master Servicing Fee, the Master Servicer shall pay the fees of the Trustee and Custodian pursuant to an agreed fee schedule. 
  

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 SECTION 7.5 Merger or Consolidation. 
  
 Any Person into which the Master Servicer may be merged or consolidated, or
any Person resulting from any merger, conversion, other change in form or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall be the successor to the Master Servicer
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or resulting Person to the
Master Servicer shall be a Person that shall be qualified and approved (or that have an Affiliate that is qualified and approved) to service mortgage loans for Fannie Mae or Freddie Mac and shall have a net worth of not less than $25,000,000.

  
 SECTION 7.6 Examination Rights. 
  
 (a) The Depositor or their respective designees shall have the right to
examine and audit any and all of the related books, records, facilities or other information of the Master Servicer, whether held by the Master Servicer or by another on its behalf, solely and specifically relating to this Agreement or the Mortgage
Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance notice; provided, however, that such examination will not be permitted to the extent such examination would be
inconsistent with (i) the Master Servicer’s current reasonable procedures and policies in effect at such time, (ii) applicable law (including any rules and regulations promulgated thereunder), including but not limited to applicable
copyright and trademark laws, (iii) any evidentiary privileges that the Master Servicer or Securities Administrator may have with respect to such materials, i.e., disclosure of such materials may cause the Master Servicer to lose such
privilege, and (iv) the confidentiality obligations imposed upon the Master Servicer by any unaffiliated third-party relating to such books of account and records. Each party shall pay its own travel expenses associated with such examination.

  
 (b) The Master Servicer shall make available for interview to
the Depositor or their employees, agents, representatives and attorneys, such officers and employees that are responsible for and/or knowledgeable about the performance of the Master Servicer’s obligations under this Agreement. Any such
inspection or interview shall be upon reasonable advance notice and only as long as such inspection or interview does not disrupt the operations of the Master Servicer. 
  
 SECTION 7.7 Resignation of Master Servicer. 
  
 (a) Except as otherwise provided in Section 7.12 and this Section 7.7, the Master Servicer shall not resign from
the obligations and duties hereby imposed on it except (i) with the consent of the Depositor (which consent may not be unreasonably withheld) or (ii) upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Master Servicer. Any such determination permitting resignation pursuant to clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the
Depositor. No such resignation shall become effective until a successor master servicer shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly, but no
less than 30 days prior to the effectiveness of such resignation, by the Master Servicer to the Depositor and the Trustee. 
  

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 (b) Upon the resignation of the Master Servicer and the appointment of a successor master servicer as
described in the preceding paragraph, the Securities Administrator, if the same party, also may resign upon notice to the Depositor and the Trustee. 
  
 SECTION 7.8 Master Servicer to Act as Servicer; Appointment of Successor. 
  
 (a) On and after the time any Servicer resigns or is terminated pursuant to the terms of this Agreement, the Depositor, with
the consent of the Master Servicer pursuant to the procedures below, shall appoint a successor servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by
the terms and provisions of this Agreement and applicable law. 
  
 (b) The Depositor may nominate a successor servicer to the Master Servicer by 6:00 P.M., ET, on the third Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 6:00
P.M. New York City time on the fourth Business Day following the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the
Depositor that it does not consent to such proposed successor servicer, then the Depositor may nominate a successor servicer to the Master Servicer by 3:00 P.M., ET, on the sixth Business Day following the Termination Notice Date. If the Master
Servicer does not object to the proposed successor servicer by 9:00 A.M., ET, on the seventh Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the
Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, or the Depositor does not make a first or second proposal for a successor servicer, then the Master Servicer, in its sole
discretion, will appoint a successor servicer (with the consent of the Depositor, such consent not to be unreasonably withheld or delayed) or assume the obligations of the Servicer itself. Notwithstanding the foregoing, any appointment by the
Depositor of the Master Servicer as the successor servicer shall not require the consent of the Depositor. 
  
 (c) Notwithstanding any provision in this Agreement to the contrary, any right of the Depositor to appoint a successor servicer upon a Servicer Event of
Default shall terminate if any amounts required to be remitted by the Servicer to the Securities Administrator (including any required Monthly Advances) have not been remitted to the Securities Administrator by the third Business Day prior to the
related Distribution Date, in which event the Master Servicer will appoint a successor servicer or assume the obligations of the Servicer itself. It is understood and acknowledged by the parties hereto that there will be a period of transition (not
to exceed 90 days) before the actual servicing functions can be fully transferred to any successor servicer. 
  
 (d) Any successor to the Servicer shall be an institution that is a Fannie Mae-and Freddie Mac-approved servicer in good standing, has a net worth of at
least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an
assumption by such Person of the rights, powers, 
  

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 duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a
party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a
result of such assignment and delegation. 
  
 (e) In connection
with such appointment and assumption, the Depositor may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the
Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. 
  
 (f) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the
transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential
termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance
with this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. 
  
 (g) The successor servicer will not assume liability for the representations
and warranties of the Servicer that it replaces. 
  
 (h) Any
successor to the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to
this Agreement. 
  
 (i) No successor servicer will be responsible
for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements
with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche
loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor
servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of
its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or
provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission
in a notice or 
  

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 communication received by the successor servicer from any third party or (ii) which is due to or results from the
invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan. 
  
 SECTION 7.9 Master Servicer Events of Default; Appointment of Successor. 
  
 (a) The occurrence of any one or more of the following events shall
constitute a “Master Servicer Event of Default”: 
  
 (i) any failure by the Master Servicer (other than in its capacity as successor servicer) to remit to the Securities Administrator for payment to the Certificateholders any funds required to be remitted by the Master
Servicer under the terms of this Agreement; 
  
 (ii) any failure on the part of the Master Servicer (other than in its capacity as successor servicer) duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained
in this Agreement that materially and adversely affects the interest of the Certificateholders, which continues unremedied for a period of 30 days after the earlier of (i) the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Master Servicer by the Depositor or the Trustee, or to the Master Servicer, the Depositor and the Trustee by the Certificateholders representing 66 2/3% of the total Voting Interests and (ii) actual knowledge of such failure by a Responsible Officer of the Master Servicer; 
  
 (iii) a petition with, or decree or order of a court or
agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such petition decree or order shall have remained in force undischarged or unstayed for a period of 90 days; 
  
 (iv) the Master Servicer shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; 
  
 (v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its
obligations; 
  
 (vi) the Master Servicer shall
be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for
a successor master servicer as specified in Section 7.5; 
  

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 (vii) if a representation or warranty set forth in Section 3.4 shall prove to be
incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been
eliminated or cured within 30 days after the earlier of (a) the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Depositor or the Trustee, or to the Master Servicer,
the Depositor and the Trustee by the Certificateholders representing 66 2/3% of the total Voting Interests and
(b) actual knowledge of such failure by a Responsible Officer of the Master Servicer; 
  
 (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or
a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of Certificateholders representing 66 2/3% Voting Interests; or 
  
 (ix) any failure of the Master Servicer to make any Advances required to be made by it hereunder within two
days following notice of such default by the Trustee. 
  
 (b) If
the Trustee has knowledge of any Master Servicer Event of Default described in clauses (i) through (viii) of this Section 7.9, then, in each and every case, subject to applicable law, so long as any such Master Servicer Event of
Default shall not have been remedied within any period of time prescribed by this Section 7.9, if any, the Trustee, by notice in writing to the Master Servicer may, and shall, if so directed by the Certificateholders representing 66 2/3% of the Voting Interests, terminate all of the rights and obligations of the Master Servicer hereunder. If a
Master Servicer Event of Default described in clause (ix) of this Section 7.9 shall occur, then, in each and every case, subject to applicable law, so long as such Master Servicer Event of Default shall not have been remedied within the
time period prescribed by clause (ix) of this Section 7.9, the Trustee, by notice in writing to the Master Servicer, shall promptly terminate all of the rights and obligations of the Master Servicer hereunder and in and to the Mortgage
Loans and the proceeds thereof. 
  
 (c) On or after the
receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer, but only in its capacity as Master Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee (as successor Master Servicer) or a successor designated by the Trustee pursuant to and under the terms of this Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting
Master Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. 
  
 (d) The Trustee may, if it shall be unwilling to continue to so act, or
shall, if it is unable to so act, or does not satisfy the requirements of a successor Master Servicer, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution servicer, master servicer,
servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the

  

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 assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Such
successor master servicer may be an Affiliate of the Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor master servicer, the Trustee, in its
individual capacity shall agree, at the time of such designation, to be and remain liable to the Issuing Entity and the Trustee for such Affiliate’s actions and omissions in performing its duties hereunder. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess
of that permitted to the Master Servicer hereunder. 
  
 (e) The
defaulting Master Servicer agrees to cooperate with the successor master servicer in effecting the termination of the defaulting Master Servicer’s responsibilities and rights hereunder as Master Servicer including, without limitation, notifying
the Servicer of the assignment of the master servicing function and providing the successor master servicer all documents and records in electronic or other form reasonably requested by it to enable the successor master servicer to assume the
defaulting Master Servicer’s functions hereunder and the transfer to the successor master servicer for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Master Servicer in the
Distribution Account maintained by the Securities Administrator and any other account or fund maintained by the Master Servicer with respect to the Certificates or thereafter received with respect to the Mortgage Loans. 
  
 (f) The Trustee or the successor master servicer shall be entitled to be
reimbursed by the Master Servicer (or by the Trust Fund, if the Master Servicer is unable to fulfill its obligations hereunder) for all reasonable and properly documented costs associated with the transfer of master servicing from the predecessor
Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any
errors or insufficiencies in the servicing data or otherwise to enable the Trustee to master service the Mortgage Loans properly and effectively. If the terminated Master Servicer does not pay such reimbursement within 30 days of its receipt of an
invoice therefor, such reimbursement shall be an expense of the Trust Fund and the successor master servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 10.1(e);
provided, that, the terminated Master Servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund; and provided, further, that the Trustee shall decide whether and to what extent it is in the
best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. 
  
 (g) The successor master servicer shall have no responsibility for any act or omission of the Master Servicer prior to the issuance of any notice of
termination and shall have no liability relating to the representations and warranties of the Master Servicer set forth in Section 3.4. 
  
 (h) No successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any remittance or
payment hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in 
  

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 delivering, cash, documents or records to it, (ii) the failure of the Master Servicer to cooperate as required by
this Agreement, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the Trustee as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer.

  
 (i) Notwithstanding the termination of its activities as
Master Servicer, each terminated Master Servicer shall continue to be entitled to reimbursement to the extent provided in Section 7.4 and Section 10.5 to the extent such reimbursement relates to the period prior to such Master
Servicer’s termination. 
  
 SECTION 7.10 Waiver of
Defaults. 
  
 The Certificateholders representing 66 2/3% of the Voting Interests may, on behalf of all Certificateholders, waive any default or Master Servicer Event of
Default by the Master Servicer, except that a default in the making of any required deposit to the Distribution Account that would result in a failure of the Securities Administrator to make any required distribution of principal of or interest on
the Certificates may only be waived with the consent of 100% of the affected Certificateholders. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. 
  
 SECTION 7.11 Notification of Master Servicer Default. 
  
 (a) If any Master Servicer Event of Default shall occur, of which a
Responsible Officer of the Trustee has actual knowledge, the Trustee shall promptly notify each Rating Agency of the nature and extent of such Master Servicer Event of Default. The Securities Administrator or the Master Servicer shall immediately
give written notice to the Trustee upon the Master Servicer’s failure to remit Advances on the date specified herein. 
  
 (b) The Trustee shall within 45 days after the occurrence of any Master Servicer Event of Default known to the Trustee, give written notice thereof to the
Certificateholders, unless such Master Servicer Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period. 
  
 (c) Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided
herein, the Trustee shall promptly mail notice thereof by first class mail to the Certificateholders at their respective addresses appearing on the applicable register. 
  
 SECTION 7.12 Limitation on Liability of the Master Servicer. 
  
 (a) No provision of this Agreement shall be construed to relieve the Master
Servicer from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that the duties and obligations of the Master Servicer shall be determined solely by the express
provisions of this Agreement, and the Master Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. No implied covenants or obligations shall be read into this
Agreement against 
  

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 the Master Servicer and, in absence of bad faith on the part of the Master Servicer, the Master Servicer may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Master Servicer and conforming to the requirements of this Agreement. 
  
 (b) Neither the Master Servicer nor any of the directors, officers, employees
or agents of the Master Servicer shall be under any liability to the other parties hereto, the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its
performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. 
  
 SECTION 7.13 Master Servicer Covenants. 
  
 (a) If so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Master Servicer shall (i) notify the Depositor in writing of (A) any material litigation or governmental proceedings pending against the Master Servicer and (B) any affiliations or relationships that
develop following the closing date of this transaction between the Master Servicer and any of the transaction parties (and any other parties identified in writing by the requesting party) with respect to this transaction, and (ii) provide to
the Depositor a description of such proceedings, affiliations or relationships. 
  
 (b) As a condition to the succession to the Master Servicer as master servicer under this Agreement by any Person (i) into which the Master Servicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Master Servicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities. 
  
 SECTION 7.14
Assignment or Delegation of Duties by Master Servicer. 
  
 Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder, unless the Depositor shall have consented to such action (such consent of the Depositor not to be unreasonably withheld or delayed); provided,
however, that the Master Servicer shall have the right without the prior written consent of the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any
duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any
liability hereunder. Notice of such permitted 
  

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 assignment shall be given promptly by the Master Servicer to the Depositor and the Indenture Trustee. If, pursuant to any
provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or
withdrawn by the Master Servicer pursuant to Section 7.1, shall after such transfer be payable to such successor master servicer. 
  
 SECTION 7.15 Indemnification. 
  
 The Master Servicer agrees to indemnify the Depositor, the Seller, the Issuing Entity, the Trustee, the Securities Administrator and the Servicer and hold
them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Seller, the Issuing Entity, the Trustee, the
Securities Administrator or the Servicer may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder.
The Depositor, the Issuing Entity, the Trustee, the Seller, the Securities Administrator or the Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or with respect to the Mortgage
Loans entitling the Depositor, the Seller, the Issuing Entity, the Trustee, the Securities Administrator or the Servicer to indemnification under this Section 7.15, whereupon the Master Servicer shall assume the defense of any such claim and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. 
  
 SECTION 7.16 Opinion. 
  
 On or before the Closing Date, the Master Servicer shall cause to be
delivered to other parties hereto and the Underwriter one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the recipients thereof, as to the due authorization, execution and delivery of this
Agreement by the Master Servicer and the enforceability thereof. 
  
 ARTICLE VIII 
 THE SECURITIES ADMINISTRATOR 
  
 SECTION 8.1 Duties of the Securities Administrator. 
  
 (a) The Securities Administrator shall perform such duties and only such duties that are specifically set forth in the this
Agreement. 
  
 (b) The Securities Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any resolution, certificate statement, opinion, report, document,
order or other instrument furnished by the Servicer, the Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Securities Administrator shall take
such action as it deems appropriate to have the instrument 
  

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 corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice
to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of the Servicer or the Cap Provider, and the Securities Administrator
may fully rely upon and shall have no liability with respect to information provided by the Servicer or the Cap Provider. 
  
 (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make
monthly payments and the final payment to the Certificateholders as provided in Section 10.5 of this Agreement. On each Distribution Date, the Securities Administrator shall make Distribution Date Reports available as provided in
Section 5.5. 
  
 (d) In carrying out the foregoing duties or
any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall
be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. 
  
 (e) In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Securities Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and
indemnification on behalf of the Issuing Entity from funds in the Distribution Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Securities
Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent and Certificate Registrar) in connection with the performance of its duties hereunder. 
  
 SECTION 8.2 Records. 
  
 The Securities Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuing Entity and the Depositor upon reasonable advance notice at any time during normal business hours. 
  
 SECTION 8.3 Compensation. 
  
 The compensation of the Securities Administrator shall be paid by the Master
Servicer from its Master Servicing Fee. 
  
 SECTION 8.4 No
Joint Venture. 
  
 Nothing contained in this Agreement
(a) shall constitute the Securities Administrator, the Master Servicer, the Servicer, the Seller or the Depositor, respectively, and any of the Issuing Entity or the Trustee, as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (b) shall be construed to impose any joint liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others. 
  

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 SECTION 8.5 Other Activities of Securities Administrator and the Depositor. 
  
 Nothing herein shall prevent the Securities Administrator, the Depositor or
their respective Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Securities Administrator for any other person or entity even though such person or entity may engage in business
activities similar to those of the Issuing Entity. 
  
 SECTION 8.6
Certain Matters Affecting the Securities Administrator. 
  
 (a) The Securities Administrator may request and conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any resolution, Officers’ Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. 
  
 (b) The Securities Administrator may consult with counsel of its selection
and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel. 
  
 (c) The Securities Administrator shall not be under
any obligation to exercise any of the powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Securities Administrator reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

  
 (d) The Securities Administrator shall not be personally
liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. 
  
 (e) The Securities Administrator shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Certificateholders entitled to at least 25% of the Voting
Interests; provided, however, that if the payment within a reasonable time to the Securities Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Securities Administrator not reasonably assured to the Securities Administrator by such Certificateholders, the Securities Administrator may require reasonable indemnity satisfactory to it against such expense, or liability from such
Certificateholders as a condition to taking any such action. 
  
 (f) The Securities Administrator may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, attorneys or a custodian. 
  

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 (g) The Securities Administrator shall not be liable for any loss on any investment of funds pursuant to
this Agreement (other than as issuer of the investment security). 
  
 (h) The Securities Administrator shall not be deemed to have notice of any Indenture Event of Default, or Servicer Event of Default or Master Servicer Event of Default unless a Responsible Officer of the Securities Administrator has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Securities Administrator at the Corporate Trust Office of the Securities Administrator, and such notice references the Issuing Entity and this
Agreement. The Securities Administrator shall not have any responsibility or liability for any action or failure to act by the Master Servicer, the Servicer, or the Seller, nor shall the Securities Administrator be obligated to supervise or monitor
the performance of the Master Servicer, Servicer or the Seller hereunder or otherwise; 
  
 (i) The rights, privileges, protections, immunities and benefits given to the Securities Administrator, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, each
Paying Agent, the Certificate Registrar, agent, custodian and other Person employed to act hereunder; 
  
 (j) The right of the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the
Securities Administrator shall not be answerable for other than its negligence or willful misconduct in the performance of such act. 
  
 (k) Notwithstanding anything in this Agreement to the contrary, in no event shall the Securities Administrator be liable to any Person for any act or
omission of the Master Servicer, the Servicer, the Trustee, the Cap Provider, the Seller or the Custodian. 
  
 SECTION 8.7 Securities Administrator Not Liable for Certificates or Mortgage Loans. 
  
 The recitals contained herein and in the Certificates (other than the authentication and countersignature on the
Certificates) shall be taken as the statements of the Issuing Entity, and neither the Securities Administrator, the Paying Agent nor the Certificate Registrar assumes any responsibility for the correctness of the same. The Securities Administrator
does not make any representation or warranty as to the validity or sufficiency of this Agreement, or of the Certificates (other than the countersignature on the Certificates) or of any Mortgage Loan or related document or of MERS or the MERS System.
The Securities Administrator shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the
Mortgage Loans or deposited in or withdrawn from the Custodial Account by the Servicer. The Securities Administrator shall not have any duty (a) to see to any recording, filing or depositing of this Agreement or any financing statement or
continuation statement evidencing a security interest, or to see to the maintenance of any such recording, filing or depositing thereof, (b) to see to any insurance or (c) to see to the payment or discharge of any tax, assessment or other
governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund. 
  

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 SECTION 8.8 Securities Administrator May Own Certificates. 
  
 The Securities Administrator, in its individual capacity, or in any capacity
other than as Securities Administrator hereunder, may become the owner or pledgee of any Certificates with the same rights as it would have if it were not Securities Administrator, and may otherwise deal with the parties hereto. 
  
 SECTION 8.9 Eligibility Requirements for the Securities Administrator.

  
 The Securities Administrator hereunder shall at all times be
an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, and shall each have a combined capital and surplus of at least
$50,000,000, a minimum long-term debt rating in the third highest rating category by each Rating Agency, a minimum short-term debt rating in the second highest rating category by a Rating Agency, and shall each be subject to supervision or
examination by federal or state authority. If such entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.10,
the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Securities Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.10, the Securities Administrator shall resign immediately in the manner and with the effect specified in Section 8.11. 
  
 SECTION 8.10 Resignation and Removal of the Securities Administrator. 
  
 (a) The Securities Administrator (including the Securities Administrator as
Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Servicer and each Rating Agency. Upon
receiving such notice of resignation of the Securities Administrator, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements in Section 8.11, by written instrument, in duplicate, one copy of which
instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor Securities Administrator. If no successor Securities Administrator shall have been so appointed and having accepted appointment within 60
days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. 
  
 (b) If at any time the Securities Administrator shall cease to be eligible in
accordance with the provisions of Section 8.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall
be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator
(including the Securities Administrator as Paying Agent and as Certificate Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor
Securities Administrator that meets the requirements of Section 8.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and
the Servicer. 
  

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 (c) The Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the
Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor Securities Administrator by written instrument or instruments signed by such Certificateholders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Certificateholders, the Securities Administrator and the Master Servicer and the Servicer by the Depositor. 
  
 SECTION 8.11 Successor Securities Administrator. 
  
 (a) Any successor Securities Administrator appointed as provided in Section 8.11 shall execute, acknowledge and deliver to the Depositor, the Issuing
Entity, the Trustee, the Servicer, the Master Servicer and to its predecessor Securities Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Securities Administrator shall
become effective, and such successor Securities Administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Securities Administrator. The Depositor, the Issuing Entity, the Trustee, the Servicer, the Master Servicer and the predecessor Securities Administrator shall execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor Securities Administrator, all such rights, powers, duties and obligations. 
  
 (b) No successor Securities Administrator shall accept appointment as provided in this Section 8.12 unless at the time of such acceptance such
successor Securities Administrator shall be eligible under the provisions of Section 8.10, and the appointment of such successor Securities Administrator shall not result in a downgrading of the Classes of Certificates rated by any Rating
Agency, as evidenced by a letter from each Rating Agency. 
  
 (c)
Upon acceptance of appointment by a successor Securities Administrator as provided in this Section 8.12, the successor Securities Administrator shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to the Rating Agencies. 
  
 SECTION 8.12 Merger or Consolidation of Securities Administrator. 
  
 Any corporation or association into which the Securities Administrator may be merged or converted or with which it may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which the Securities Administrator shall be a party, or any corporation or association succeeding to the business of the Securities Administrator shall be the successor of the Securities Administrator hereunder, provided such
corporation or association shall be eligible under the provisions of Section 8.10, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

  

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 SECTION 8.13 Limitation of Liability. 
  
 (a) No provision of this Agreement shall be construed to relieve the
Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: 
  
 (i) The duties and obligations of the Securities Administrator shall be determined solely by the express
provisions of this Agreement; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Securities Administrator and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Securities Administrator that conform to the requirements of this Agreement; 
  
 (ii) The Securities Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the
Securities Administrator unless it shall be proved that the Securities Administrator was negligent in ascertaining or investigating the facts related thereto; 
  

(iii) The Securities Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the consent or at the direction of Certificateholder as provided herein relating to the time, method and place of conducting any remedy pursuant to this Agreement, or exercising or omitting to exercise any trust
or power conferred upon the Securities Administrator under this Agreement; and 
  
 (iv) The Securities Administrator shall not be required to expend or risk its own funds or otherwise incur financial or other liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not
assured to it, and none of the provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this
Agreement. 
  
 SECTION 8.14 Opinion. 
  
 On or before the Closing Date, the Securities Administrator shall cause to
be delivered to other parties hereto and the Underwriters one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the recipients thereof, as to the due authorization, execution and delivery of this
Agreement by the Securities Administrator and the enforceability thereof. 
  

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 ARTICLE IX 
 CONCERNING THE TRUSTEE 
  
 SECTION 9.1 Duties of Trustee. 
  
 (a) The
Trustee undertakes to perform only such duties as are specifically set forth in this Indenture and shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants
or obligations shall be read into this Agreement against the Trustee. 
  
 (b) In the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee as to the truth of the statements and the correctness of the opinions expressed therein; however, the
Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. 
  
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or its own
bad faith, except that: 
  
 (i) this paragraph
does not limit the effect of paragraphs (a) and (b) of this Section; 
  
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; 
  
 (iii) the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Trustee’s conduct does not
constitute willful misconduct, negligence or bad faith; and 
  
 (iv) the Trustee shall not be required to take notice or be deemed to have notice or knowledge of (A) any failure by the Servicer or the Master Servicer to comply with their obligations hereunder or (B) any
Servicer Event of Default or a Master Servicer Event of Default, unless a Responsible Officer of the Trustee assigned to and working in its corporate trust department obtains actual knowledge of such Servicer Event of Default or Master Servicer
Event of Default or shall have received written notice thereof. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that there is no Servicer Event of Default or Master Servicer Event of Default. 
  
 (d) Money held in trust by the Trustee, if any, need not be segregated from
other funds except to the extent required by law or the terms of this Agreement. 
  
 (e) No provision of this Agreement shall require the Trustee to expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any
of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. 
  

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 (f) Every provision of this Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 9.1 and Section 9.2. 
  
 (g) The Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal
with the Trust Fund, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trustee is a party, except as expressly provided (i) in accordance with the powers granted
to and the authority conferred upon the Trustee pursuant to this Agreement and (ii) in accordance with any document or instruction delivered to the Trustee pursuant to the terms of this Agreement. No implied duties or obligations shall be read
into this Agreement against the Trustee. The Trustee agrees that it will promptly take all action as may be necessary to discharge any liens on any part of the Trust Fund that result from actions by, or claims against itself (in its individual
capacity, and not in the capacity of Trustee) that are not related to the administration of the Trust Fund. 
  
 SECTION 9.2 Rights of Trustee. 
  
 (a) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, which shall not be at the
expense of the Trustee. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. The right of the Trustee to perform any discretionary act enumerated
in this Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. 
  
 (b) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, provided that the Trustee shall not be responsible for any misconduct or negligence on the part if any agent or attorney appointed with due care by it hereunder. 
  
 (c) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers; provided, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. 
  
 (d) The Trustee may consult with counsel, and any Opinion of Counsel with
respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with
any Opinion of Counsel of such counsel. 
  
 (e) In the event that
the Trustee is also acting as Master Servicer hereunder, the rights and protections afforded to the Trustee pursuant to this Article IX shall be afforded to such Master Servicer. 
  
 (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. 
  

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 (g) In order to comply with its duties under the USA Patriot Act of 2001, the Trustee shall obtain and
verify certain documentation from the other parties to this Agreement, including, but not limited to, each party’s name, address, and other identifying information. 
  
 SECTION 9.3 Trustee Not Liable for Certificates. 
  
 The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of any
Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (a) applicable bankruptcy and insolvency laws and other laws affecting the enforcement of the rights of creditors generally, and
(b) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in
consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Custodial Account, Distribution Account or any other fund or account maintained with respect to
the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be issued hereunder. The Trustee
shall not have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this
Agreement. 
  
 SECTION 9.4 Trustee May Own Certificates.

  
 The Trustee and any Affiliate or agent of the Trustee, in its
individual or any other capacity may become the owner or pledgee of Certificates and may transact banking and trust business with the other parties hereto and their Affiliates with the same rights it would have if it were not the Trustee or such
Affiliate or agent. 
  
 SECTION 9.5 Eligibility Requirements
for Trustee. 
  
 The Trustee hereunder shall at all times be
(i) an institution insured by the FDIC, (ii) a corporation or national banking association, organized and doing business under the laws of any State or the United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority and (iii) not an Affiliate of the Servicer, the Master Servicer or the Securities Administrator.
If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section [14.6]. 
  

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 SECTION 9.6 Resignation and Removal of Trustee. 
  
 (a) The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, the Servicer, the Master Servicer and the Securities Administrator. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee by written
instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy each to the Servicer, the Master Servicer and the Securities Administrator. If no successor trustee shall have been
so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. 
  
 (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) the Trustee shall fail to observe
or perform in any material respect any of the covenants or agreements of the Trustee contained in this Agreement or (iv) the continued use of the Trustee would result in a downgrading, withdrawal or qualification of the rating by any Rating
Agency of any Class of Offered Certificates with a rating, then the Depositor shall remove the Trustee and the Depositor shall appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee, one
copy to the successor trustee and one copy each to the Servicer, the Master Servicer and the Securities Administrator. 
  
 (c) The Holders of a Majority in Interest of the Certificates may at any time upon 30 days written notice to the Trustee and to the Depositor remove the
Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy each to the Servicer, the Master Servicer
and the Securities Administrator. The Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor, the Servicer, the Master Servicer and the Securities Administrator. 
  
 (d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 9.7. 
  
 SECTION 9.7 Successor Trustee. 
  
 (a) Any successor trustee appointed as provided in Section 9.6 shall execute, acknowledge and deliver to the Depositor,
the Servicer, the Master Servicer, the Securities Administrator and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. A predecessor
trustee shall deliver to the 
  

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 successor trustee, all Mortgage Files and documents and statements related to each Mortgage File held by it hereunder, if
any, and shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and
such of the records or copies thereof maintained by the predecessor trustee in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement. In
addition, the successor Trustee and the predecessor trustee shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations. 
  
 (b) No successor
trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section 9.5. 
  
 (c) Upon acceptance of appointment by a successor trustee as provided in this Section, the predecessor trustee shall mail
notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to any Rating Agency. The expenses of such mailing shall be borne by the predecessor trustee. 

 
 SECTION 9.8 Merger or Consolidation of Trustee. 
  
 Any Person into which the Trustee may be merged or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Persons succeeding to the business of the Trustee, shall be the successor to the Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such Person shall be eligible under the provisions of Section 9.5. 

 
 SECTION 9.9 Appointment of Co-Trustee or Separate Trustee.

  
 (a) Notwithstanding any other provisions hereof, at any time
the Trustee, the Depositor or a Holder of a Majority in Interest of each Class of Certificates shall have the power from time to time to appoint one or more Persons, approved by the Trustee, to act either as co-trustees jointly with the Trustee, or
as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its principal place of business where such separate trustee
or co-trustee is necessary or advisable (or the Trustee has been advised by the Trustee that such separate trustee or co-trustee is necessary or advisable) under the laws of any state in which a property securing a Mortgage Loan is located or for
the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust Fund is located. The separate Trustees,
co-trustees, or custodians so appointed shall be trustees or custodians for the benefit of all the Certificateholders and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however,
that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee. 
  

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 (b) Every separate trustee, co-trustee, and custodian shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions: 
  
 (i) all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Trustee; 
  
 (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations, including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction, shall be exercised and performed by such separate trustee, co-trustee, or custodian; 
  
 (iii) no trustee or custodian hereunder shall be personally liable by reason of any act or omission of any other trustee or custodian
hereunder; and 
  
 (iv) the Trustee or the
Certificateholders evidencing a Majority in Interest of the Voting Interests may at any time accept the resignation of or remove any separate trustee, co-trustee or custodian, so appointed by it or them, if such resignation or removal does not
violate the other terms of this Agreement. 
  
 (c) Any notice,
request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee, co-trustee or
custodian shall refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of,
or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy given to the Trustee. 
  
 (d) Any separate trustee, co-trustee or custodian may, at any time, constitute the Trustee its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee, co-trustee or custodian shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 
  
 (e) No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 9.5 and no notice to Certificateholders of the appointment shall be required under Section 9.7. 
  
 (f) The Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Trustee’s obligations hereunder. 
  

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 (g) The Trustee shall pay the reasonable compensation of the co-trustees requested by the Trustee to be
so appointed (which compensation shall not reduce any compensation payable to the Trustee) and, if paid by the Trustee, shall be a reimbursable expense pursuant to Section 9.11. 
  
 SECTION 9.10 Indemnification of Trustee. 
  
 The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for
any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on their part, arising out of, or in connection with, the acceptance or administration of the trusts created
hereunder or in connection with the performance of their duties hereunder, including any applicable fees and expenses payable pursuant to Section 9.11 and the costs and expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder. 
  
 Such compensation and reimbursement shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The provisions of this Section 9.10 shall survive any termination of this Agreement and the
resignation or removal of the Trustee and shall be construed to include, but not be limited to any loss, liability or expense under any environmental law. 
  
 SECTION 9.11 Fees and Expenses of Trustee. 
  
 The Trustee shall be entitled to a fee payable by the Master Servicer from the Master Servicing Fee. The Trustee shall be entitled to reimbursement of all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment), except for expenses, disbursements and
advances incurred by the Trustee in the routine administration of its duties hereunder and any such expenses arising from its negligence, bad faith or willful misconduct. 
  
 ARTICLE X 
 TRUST ADMINISTRATION 
  
 SECTION 10.1
Distribution Account. 
  
 (a) The Securities Administrator
shall establish and maintain accounts (the “Distribution Account”), designated “Distribution Account of [ - ], as Securities Administrator, f/b/o FBR Securitization Trust 200_-_.” The Distribution Account shall be
established as an Eligible Account. All funds required to be deposited in the Distribution Account shall be held in trust for the Trustee until withdrawn in accordance with Section 5.2. The Securities Administrator shall segregate and hold all
funds collected and received pursuant to Section 4.24 separate and apart from any of its own funds and general assets. Within five Business Days following any request of the Trustee, the Securities Administrator shall provide the Trustee with
written confirmation of the existence of such Distribution Account. 
  

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 (b) Funds on deposit in the Distribution Account may be invested at the direction of the Master Servicer,
but only in Eligible Investments selected by the Master Servicer, which Eligible Investments shall mature not later than the Distribution Date next following the date of such investment. All income and gain realized from any such investment shall be
for the benefit of the Master Servicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Distribution Account by the Master Servicer out of its own funds immediately as such losses are realized.

  
 (c) The Distribution Account shall initially be maintained at
[Name of Securities Administrator]. If an existing Distribution Account ceases to be an Eligible Account, the Securities Administrator shall establish a new Distribution Account that is an Eligible Account within ten days and transfer all funds and
investment property on deposit in such existing Distribution Account into such new Distribution Account. The Securities Administrator shall give to the Master Servicer and the Trustee prior written notice of the name and address of any other
depository institution at which the Distribution Account is maintained and the account number of such Distribution Account. 
  
 (d) The Securities Administrator promptly shall deposit or cause to be deposited into the Distribution Account all amounts remitted to it by the Servicer
pursuant to Section 4.24. On each Distribution Date, the entire amount on deposit in the Distribution Account (subject to permitted withdrawals) shall be applied to make the required distributions of principal and/or interest on each class of
Certificates. 
  
 (e) The Securities Administrator shall make
withdrawals from the Distribution Account only for the purposes set forth in Section 10.5 and for the following purposes: 
  
 (i) to withdraw amounts deposited in the Distribution Account in error; 
  
 (ii) to reimburse the Master Servicer or the Servicer, as applicable, for Monthly Advances or Servicing
Advances made by any such party, such right to reimbursement pursuant to this subclause (iii) being limited to amounts received on or in respect of a particular Mortgage Loan (including, for this purpose, Liquidation Proceeds and amounts
representing Insurance Proceeds with respect to the property subject to the related Mortgage) which represent late recoveries (net of the applicable portion of the Servicing Fee) of payments of principal or interest respecting which any such Advance
was made, it being understood, in the case of any such reimbursement, that the Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the Certificateholders; 
  
 (iii) to reimburse the Master Servicer or the Servicer
following a final liquidation of a Mortgage Loan for any previously unreimbursed Monthly Advances made by any such party (A) that such party determines in good faith will not be recoverable from amounts representing late recoveries of payments
of principal or interest respecting the particular Mortgage Loan as to which such Advance was made or from Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage Loan and/or (B) to the extent that such unreimbursed Monthly
Advances exceed the related Liquidation Proceeds or Insurance Proceeds, it being understood, in the case of each such reimbursement, that the Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the
Certificateholders; 
  

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 (iv) to reimburse the Master Servicer or the Servicer from Liquidation Proceeds for
amounts expended by it in good faith in connection with the restoration of damaged property and, to the extent that Liquidation Proceeds after such reimbursement exceed the unpaid principal balance of the related Mortgage Loan, together with accrued
and unpaid interest thereon at the applicable Mortgage Rate less the applicable Servicing Fee Rate for such Mortgage Loan to the Due Date next succeeding the date of its receipt of such Liquidation Proceeds, to pay to itself or the Servicer out of
such excess the amount of any unpaid assumption fees, late payment charges or other Mortgagor charges on the related Mortgage Loan and to retain any excess remaining thereafter as additional servicing compensation, it being understood, in the case
of any such reimbursement or payment, that such Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the Certificateholders; 
  

(v) to pay to the Originator, Seller or Servicer, as applicable, with respect to each Mortgage Loan or REO Property acquired in respect
thereof that has been purchased pursuant to this Agreement, all amounts received thereon and not remitted on the date on which the related purchase was effected, and to pay to the applicable party any Monthly Advances and Servicing Advances to the
extent specified in the definition of Repurchase Price; 
  
 (vi) to the extent not paid by the Servicer, to pay any insurance premium with respect to a Mortgage Loan; 
  
 (vii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Distribution Account; 
  
 (viii) on or immediately prior to each Distribution Date, to
pay to the Master Servicer the Master Servicing Fee; 
  
 (ix) to make payment of expenses and indemnities to itself, the Master Servicer, the Trustee, the Custodian and the Servicer pursuant to any provision of this Agreement; 
  
 (x) to reimburse a successor master servicer (solely in its capacity as successor master servicer), for any
fee or advance occasioned by a termination of the Master Servicer, and the assumption of such duties by the Trustee or a successor master servicer appointed by the Trustee pursuant to Section 7.9, in each case to the extent not reimbursed by
the terminated Master Servicer, it being understood, in the case of any such reimbursement or payment, that the right of the Master Servicer or the Trustee thereto shall be prior to the rights of the Certificateholders; and 
  
 (xi) to clear and terminate the Distribution Account
pursuant to Article XIII. 
  
 In connection with withdrawals
pursuant to subclauses (ii), (iii) and (v) above, the Master Servicer’s or the Servicer’s or such other Person’s entitlement thereto is limited to collections or 
  

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 other recoveries on the related Mortgage Loan. The Securities Administrator shall therefore keep and maintain a separate
accounting for each Mortgage Loan for the purpose of justifying any withdrawal from the Distribution Account it maintains pursuant to such subclauses. 
  
 SECTION 10.2 Reserve Account 
  
 (a) The Securities Administrator shall establish and maintain a time, demand or deposit account (“Reserve Account”) designated
“Reserve Account of -[ - ], as trustee f/b/o FBR Securitization Trust 200_ - _.” The Reserve Account shall be established as an Eligible Account. All funds required to be deposited in the Reserve Account shall be held for the benefit of
the Certificateholders until withdrawn in accordance with Section 10.2(b). The Trustee shall deposit in the Reserve Account on the date received by it, any Cap Payment received for the related Distribution Date, which amounts shall be
maintained separate and apart from any of the Trustee’s own fund and general assets. Funds in the Reserve Account shall not be invested. 
  
 (b) On each Distribution Date, the Trustee shall withdraw from the Reserve Account any Cap Payment and any amounts deposited in the Reserve Account
pursuant to Section 10.5(a)(iii)(D), and apply it in the following order of priority: 
  
 (i) first, to the Class A Certificates, pro rata, any Interest Distribution Amount to the extent remaining unpaid, to
be distributed pursuant to Section 10.5(a)(iii)(A); 
  
 (ii) second, to the Class M Certificates in numeric order, any Interest Distribution Amount to the extent remaining unpaid, to be distributed pursuant to Section 10.5(a)(iii)(C); 
  
 (iii) third, as principal to each class of
Certificates, any Overcollateralization Deficiency Amount to the extent remaining unpaid and to the extent of Realized Losses, to be distributed pursuant to Section 10.5(a)(iii)(B); 
  
 (iv) fourth, to each class of Certificates, pro rata, any unpaid Net WAC Cap Carryover Amount
to the extent remaining unpaid, to be distributed pursuant to Section 10.5(a)(iii)(D); 
  
 (v) fifth, sequentially to each class of Class M Certificates in numeric order, to pay any unpaid Applied Loss Amounts to such
class to the extent remaining unpaid, to be distributed pursuant to Section 10.5(a)(iii)(C); and 
  
 (vi) sixth, to the Class C Certificates, any remaining amount on deposit in the Reserve Account. 
  
 (c) The Reserve Account shall not be an asset of any REMIC created pursuant
to this Agreement. The Reserve Account will constitute an “outside reserve fund” for purposes of the REMIC Provisions. The beneficial owner of the Reserve Account is the Class C Certificateholder. For all federal tax purposes, amounts
transferred or reimbursed to the Reserve Account in respect of the Class C Distribution Amount shall be treated as a distribution by the Securities Administrator from REMIC II to the Class C Interest and from the Class C Interest to the Class C
Certificateholder. 
  

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 (d) Any Net WAC Cap Carryover Amounts (exclusive of payments from the Cap Agreement) paid by the
Securities Administrator pursuant to this Section 10.2 to the Class C Certificates, shall be accounted for by the Securities Administrator as amounts paid first as a distribution from REMIC II to the holder of Class C Interest and from the
holder of the Class C Interest to the Class C Certificates and then to the relevant Certificates from the Reserve Account. In addition, the Securities Administrator shall account for the rights of Holders of the Class A and Class M Certificates
to receive payments of Net WAC Cap Carryover Amounts as rights in limited recourse interest rate cap contracts written by the Class C Certificates in favor of the Holders of the Class A and Class M Certificates. 
  
 (e) For federal tax return and information reporting, the right of the
Holders of the Class A and Class M Certificates to receive payments under the Cap Agreement shall be assigned a value of zero. 
  
 SECTION 10.3 Calculation of LIBOR. 
  
 LIBOR shall be calculated in accordance with Schedule C. 
  

SECTION 10.4 Cap Agreement. 
  
 (a) The Trustee is hereby directed to execute, deliver and perform its obligations under the Cap Agreement on the Closing Date and thereafter on behalf of
the Holders of the Certificates. The Seller, the Servicer, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Agreement
and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. 
  
 (b) The Trustee is hereby directed to represent and warrant to the Cap Provider under the Cap Agreement that the beneficial owner for United States
federal income tax purposes of payments made under the Cap Agreement is either: 
  
 (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the
“Regulations”)) for United States federal income tax purposes, or 
  
 (ii) a “non-U.S. branch of a foreign person” as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a “foreign person” as that term
is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes. 
  
 SECTION 10.5 Priorities of Distribution. 
  
 (a) On each Distribution Date, the Securities Administrator shall withdraw Available Funds from funds then on deposit in the Distribution Account and
apply such funds in the following order of priority: 
  

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 (i) Interest Proceeds will be distributed in the following order of priority: 

 
 (A) first, to pay to pay the Servicing Fee, the
Master Servicing Fee and any indemnities and expenses due and payable to the Servicer, the Master Servicer, the Securities Administrator, the Trustee and the Custodian, if any; 
  
 (B) second, the Class A Certificates, its Interest Distribution Amount; and 
  
 (C) third, sequentially to the Holders of each Class
of Class M Certificates in numeric order, their respective Interest Distribution Amounts. 
  
 (ii) Principal Proceeds will be paid in the following order of priority: 
  
 (A) On any Distribution Date prior to the Stepdown Date or if a Trigger Event is in effect, the Principal
Distribution Amount will be distributed in the following order of priority: 
  
 (1) first, to the Class A Certificates, in reduction of its Certificate Principal Balance, until reduced to zero; 
  

(2) second, to each Class of Class M Certificates sequentially in numeric order in reduction of their respective Certificate
Principal Balances, each until reduced to zero; and 
  
 (B) On any other Distribution Date on or after the Stepdown Date and if a Trigger Event is not in effect, the Principal Distribution Amount will be distributed in the following order of priority: 
  
 (1) first, to the Class A Certificates, the
Senior Principal Distribution Amount, in reduction of its Certificate Principal Balance until reduced to zero; 
  
 (2) second, to each Class of Class M Certificates, sequentially in numeric order, its respective Class Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance of such class has been reduced to zero; 
  
 (iii) Excess Cashflow, if any, will be distributed in the following order of priority: 
  
 (A) first, to the Class A Certificates, any
unpaid amounts due pursuant to clause (i)(B) above; 
  
 (B) second, to each Class of Class A and Class M Certificates, to pay the Overcollateralization Deficiency Amount as principal, to be distributed pursuant to clause (ii)(A)(1) and (2) or clause (ii)(B)(1) and (2), as
applicable, above; 
  

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 (C) third, to each Class of the Class M Certificates sequentially in numeric
order, (1) first, to pay any unpaid Interest Distribution Amounts, and (2) second, to pay any unpaid Applied Loss Amount for such Distribution Date and unpaid Applied Loss Amounts from a prior Distribution Date for such Class of Class M
Certificates; 
  
 (D) fourth, from amounts
otherwise payable to the Class C Certificates, to the Reserve Account, an amount equal to any unpaid Net WAC Cap Carryover Amount, and from the Reserve Account, to the Holders of each Class of Class A and Class M Certificates, pro rata
based upon the entitlement of each class, any unpaid Net WAC Cap Carryover Amount; 
  
 (E) fifth, to the Class C Certificates, the Class C Distributable Amount (in respect of the Class C Interest); and 
  
 (F) to the Class R and RX Certificates (from their
respective REMICs), any remaining amount. 
  
 (b) Amounts
distributed to the Residual Certificates pursuant to Section 10.5(a)(iii)(F) above on any Distribution Date shall be allocated among the Residual Interests represented thereby such that each such interest is allocated the excess of funds
available to the related REMIC over required distributions to the REMIC Regular Interests and/or Regular Certificates of such REMIC on such Distribution Date. 
  

(c) Amounts in the Reserve Account will be applied on each Distribution Date as set forth in Section 10.2. 
  
 (d) On each Distribution Date, all amounts representing (i) Prepayment
Premiums in respect of the Mortgage Loans received during the related Prepayment Period and (ii) any Non-Mortgagor Prepayment Premium Payment Amount received during the related Prepayment Period shall be distributed to the Class P Certificate.
The payment of the foregoing amounts shall not reduce the Certificate Principal Balance of the Class P Certificates. On the Distribution Date immediately following the expiration of the latest Prepayment Premium term as identified on the Mortgage
Loan Schedule, or on any Distribution Date thereafter, the Class P Certificates (in respect of the Class P Interest) shall be entitled to receive $100.00 in retirement of the principal balance of the REMIC regular interest represented by the Class P
Certificates, which distribution shall be made immediately before any distributions pursuant to Section 10.5(a)(iii) on such Distribution Date. 
  
 SECTION 10.6 Allocation of Realized Losses. 
  
 (a) On or prior to each Determination Date, the Securities Administrator shall determine the total amount of Realized Losses, with respect to the
Prepayment Period related to the Distribution Date based upon information from the Servicer. If on any Distribution Date, after giving effect to all distributions on the Certificates on such Distribution Date and the 
  

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 increase of Certificate Principal Balance as a result of Subsequent Recoveries, the aggregate Certificate Principal
Balance of the Certificates exceeds the aggregate Scheduled Principal Balance of the Mortgage Loans for such Distribution Date (such excess, an “Applied Loss Amount”), the Certificate Principal Balance of the Class M Certificates
will be reduced in inverse order of priority of distribution. Applied Loss Amounts will be allocated in reduction of the Certificate Principal Balance to the Class M Certificates in reverse order of their respective numerical Class designations
until the respective Certificate Principal Balance of each such Class is reduced to zero. 
  
 (b) Any Applied Loss Amount allocated to a Class of Certificates or any reduction in the Certificate Principal Balance of a Class of Certificates pursuant to Section 10.6(a) above shall be allocated among the
Certificates of such Class in proportion to their respective Certificate Principal Balance. 
  
 (c) Any allocation of the Applied Loss Amount to a Certificate or any reduction in the Certificate Principal Balance of a Certificate pursuant to Section 10.6(a) above shall be accomplished by reducing the
Certificate Principal Balance thereof immediately following the distributions made on the related Distribution Date in accordance with the definition of Certificate Principal Balance. 
  
 SECTION 10.7 REMIC Distributions. 
  
 (a) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to
REMIC II on account of the Uncertificated REMIC I Regular Interests and distributed to the holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be: 
  
 (i) first, to the extent of the Available Funds to each Uncertificated REMIC I Regular Interest (other than
Uncertificated REMIC I Regular Interest LTP), pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates.
Amounts payable as Uncertificated Interest in respect of Uncertificated REMIC I Regular Interest LTZZ shall be reduced and deferred when the REMIC I Overcollateralized Amount is less than the REMIC I Overcollateralization Target Amount, by the
lesser of (x) the amount of such difference and (y) the Maximum LTZZ Uncertificated Interest Deferral Amount, and such amount shall be payable to each Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular
Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC I Regular Interest LTP) in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interest LTZZ shall be increased by such amount; 
  
 (ii) to the Uncertificated REMIC I Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (i) above, allocated as follows: 
  

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 (1) 98.00% of such remainder (other than amounts payable under clause (3) below), to
Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I Regular Interest LTP, until the Uncertificated Balance of such Uncertificated REMIC I Regular Interest is reduced to zero, provided, however, that REMIC I Regular
Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Premium or any Distribution Date thereafter, at which point such amount shall be distributed to Uncertificated REMIC I
Regular Interest LTP, until $100 has been distributed pursuant to this clause; 
  
 (2) 2.00% of such remainder (other than amounts payable under clause (3) below) first, to each Uncertificated REMIC I Regular
Interest (other than Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTZZ and Uncertificated REMIC I Regular Interest LTP), 1.00% and in the same proportion as principal payments are allocated to the
Corresponding Certificates, until the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interests are reduced to zero and second, to Uncertificated REMIC I Regular Interest LTZZ, until the Uncertificated Principal Balance of
such Uncertificated REMIC I Regular Interest is reduced to zero; and 
  
 (3) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest); 
  
 provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization
Release Amount shall be allocated to (i) Uncertificated REMIC I Regular Interest LTAA and REMIC I Regular Interest LTP and (ii) Uncertificated REMIC I Regular Interest LTZZ, respectively; and 
  
 (iii) on each Distribution Date, all amounts representing
Prepayment Premiums received in respect of the Mortgage Loans shall be distributed by REMIC I to Uncertificated REMIC I Regular Interest LTP. The payments of the foregoing amounts shall not reduce the Uncertificated Principal Balance of
Uncertificated REMIC I Regular Interest LTP. 
  
 (b) Amounts
distributed to the Class P Certificates pursuant to Section 10.5(d) and any distributions to the Class C Certificates shall be deemed distributed to the Corresponding Class of Uncertificated REMIC II Regular Interests and then to the respective
Corresponding Class of Certificates. 
  
 (c) The following losses
shall be deemed to be allocated as follows: 
  
 (i) The aggregate amount of any Net Prepayment Interest Shortfalls and the aggregate amount of any Relief Act Reductions incurred in respect of the Mortgage Loans for any Distribution Date shall be deemed to be allocated to Uncertificated
Interest payable to each Uncertificated REMIC I Regular Interest (other than Uncertificated REMIC I Regular Interest LTAA) pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated
REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of each such Uncertificated REMIC I Regular Interest; and 
  

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 (ii) All Realized Losses on the Mortgage Loans shall be deemed to be allocated on each
Distribution Date to the following Uncertificated REMIC I Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to (i) Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I
Regular Interest LTP and (ii) Uncertificated REMIC I Regular Interest LTZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of
Uncertificated REMIC I Regular Interest LTAA and Uncertificated REMIC I Regular Interest LTZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal
Balances of Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTM2 and Uncertificated REMIC I Regular Interest LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
Uncertificated REMIC I Regular Interest LTM2 has been reduced to zero; and fourth, to the Uncertificated Principal Balances of Uncertificated REMIC I Regular Interest LTAA, Uncertificated REMIC I Regular Interest LTM1 and Uncertificated REMIC I
Regular Interest LTZZ, 98.00%, 1% and 1%, respectively, until the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest LTM1 has been reduced to zero; 
  
 (d) Notwithstanding anything to the contrary contained herein, the above distributions in this Section 10.7 (other than
with respect to the Certificates that are deemed distributions, and distributions of funds to the Certificates) shall be made only in accordance with Sections 10.5 and 10.6 hereof. 
  
 (e) It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest
received by the Trust on the Mortgage Loans that is not otherwise distributable to any other Class of Regular Certificates or REMIC Regular Interests. If the Securities Administrator determines that the Residual Certificates are entitled to any
distributions, the Securities Administrator, prior to any such distribution to any Residual Certificate, shall notify the Depositor of such impending distribution. Upon such notification, the Depositor will request an amendment to the Agreement to
revise such mistake in the distribution provisions. The Residual Certificate Holders, by their acceptance of their Certificates, and the Master Servicer hereby agree and no further consent shall be necessary, notwithstanding anything to the contrary
in this Agreement. 
  
 SECTION 10.8 Indemnification.

  
 (a) The Depositor, the Servicer, the Master Servicer, the
Securities Administrator and the Trustee, and any director, officer, employee or agent of the Depositor, the Servicer, the Master Servicer, the Securities Administrator or the Trustee, shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates or any other unanticipated or
extraordinary expense, other than any loss, liability or expense incurred by reason of willful misfeasance, bad 
  

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 faith or negligence (or gross negligence in the case of the Depositor) in the performance of such Person’s duties
hereunder or by reason of reckless disregard of such Person’s obligations and duties hereunder. None of the Depositor, the Servicer, the Master Servicer or the Securities Administrator shall be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Servicer, the Master Servicer and
the Securities Administrator may in its respective sole discretion undertake any such claim that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Servicer, the Master Servicer and the
Securities Administrator shall be entitled to be reimbursed therefor out of the Distribution Account. 
  
 (b) The Securities Administrator and its officers, directors, employees and agents will be entitled to recover from the Trust Fund from amounts held in
the Payment Account, and shall be indemnified from the Trust Fund for, all reasonable out-of-pocket expenses, disbursements, and advances, including costs of collection, upon any Indenture Event of Default, any breach of this Agreement or any loss,
liability, expense, claim or legal action (including any pending or threatened claim or legal action) incurred or made by any of them in the performance of their duties under this Agreement (including the reasonable compensation, expenses and
disbursements of its counsel), except any such expense, loss, liability, disbursement or advance as may arise from its negligence or intentional misconduct. If funds in the Distribution Account are insufficient therefor, the Securities Administrator
shall recover such expenses from future funds deposited in the Distribution Account. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a Securities Administrator of an
express trust. Such obligations shall survive the termination of this Agreement and the removal or resignation of the Securities Administrator. 
  
 ARTICLE XI 
 THE CERTIFICATES

  
 SECTION 11.1 The Certificates. 
  
 (a) The Certificates shall be substantially in the forms attached hereto as
Exhibit G-1, Exhibit G-2, Exhibit G-3, Exhibit G-4, Exhibit G-5 and Exhibit G-6. The Certificates shall be issuable in registered form, in the minimum denominations and percentage interests and aggregate
denominations per Class set forth in the Preliminary Statement. 
  
 (b) Subject to Section 13.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date
either (i) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five Business Days
prior to the related Record Date or (ii) by check mailed by first class mail to such Certificateholder at the address of such Holder appearing in the Certificate Register. 
  

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 (c) The Certificates shall be executed by manual or facsimile signature on behalf of the Securities
Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Securities Administrator shall bind the
Securities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Securities Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Securities Administrator shall authenticate the Certificates to
be issued at the written direction of the Depositor or any Affiliate thereof. 
  
 SECTION 11.2 Certificate Register; Registration of Transfer and Exchange of Certificates. 
  
 (a) The Securities Administrator, as Certificate Registrar, shall maintain, or cause to be maintained in accordance with the provisions of
Section 11.6 hereof, a Certificate Register for the Trust Fund in which, subject to the provisions of subsections (b) and (c) below and to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for
the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Securities Administrator shall execute and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and aggregate Percentage Interest. 
  
 At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency of the Securities Administrator. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute,
authenticate, and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator duly executed by the holder thereof or his attorney duly authorized in writing. 
  
 No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, but payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates may be required. 
  
 All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator’s customary procedures. 
  
 (b) No transfer of a Certificate other than an Offered Certificate shall be made unless such transfer is (a) made between affiliates of the Depositor (inclusive of the Depositor), (b) by 
  

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 the Depositor to a trust for which it is the sponsor, (c) made pursuant to an effective registration statement under
the Securities Act and any applicable state securities laws or is exempt from the registration requirements under such Act and such state securities laws or (d) to the indenture trustee under the Indenture. In the event that a transfer other
than a transfer to the indenture trustee under an Indenture is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to
effect the transfer of a Private Certificate shall (i) certify to the Securities Administrator in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit H (the “Transferor
Certificate”) and (ii) deliver to the Securities Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act. Such Certificateholder’s
prospective transferee shall execute and deliver to the Securities Administrator a letter substantially in the form of either Exhibit I-1 (the “Investment Letter”) or Exhibit I-2 (the “Rule 144A
Letter”). The Depositor shall provide to any Holder of a Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Securities
Administrator shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request in the Securities Administrator’s possession to meet its obligation under the preceding sentence. Each Holder of a Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor and the Securities Administrator against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. 
  
 (c) No transfer of an ERISA Restricted Certificate (other than a transfer to
the indenture trustee under an Indenture) shall be made unless the Securities Administrator shall have received a Benefit Plan Affidavit substantially in the form of Exhibit J including (i) a representation from the transferee of such
Certificate to the effect that such transferee is not an employee benefit plan or arrangement, including a collective investment fund (or insurance company general account) or an individual retirement account that is subject to title I of ERISA, the
Code or a governmental plan (as defined in section 3(32) of ERISA), or a church plan (as defined in section 3(33) of ERISA) or other employee benefit plan or retirement arrangement that is subject to any federal, state or local law which
is substantially similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”) nor any person acting directly or indirectly on behalf of a Plan or using the assets of a Plan, (ii) in
the case of an ERISA Restricted Certificate (other than a Residual Certificate, a Class C Certificate or a Class P Certificate) that has been the subject of an underwriting that meets the requirements of V(h) of PTCE 95-60 (defined below), if the
purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of any such ERISA Restricted
Certificate (other than a Residual Certificate) presented for registration in the name of a Plan or a trustee of any such plan or any other person acting for or on behalf of any 
  

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 such plan or arrangement, or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to
the Securities Administrator, which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust Fund, addressed to the Securities Administrator to the effect that the purchase and holding of such ERISA Restricted
Certificate will not (a) result in the assets of the Trust Fund being deemed to be assets of a Plan (b) give rise to a fiduciary duty under ERISA on the part of the transferee, the Depositor, the Servicer, the Master Servicer or the
Securities Administrator or (c) be treated as, or result in, a prohibited transaction under ERISA or Section 4975 of the Code or any violation of Similar Law. For purposes of clauses (i) and (ii) above, with respect to an ERISA
Restricted Certificate that is a Book-Entry Certificate, in the event the Benefit Plan Affidavit is not so furnished, the representations referred to in the preceding sentence shall be deemed to have been made to the Securities Administrator by the
transferee’s (including an initial acquirer’s) acceptance of the ERISA Restricted Certificates. Neither a Benefit Plan Affidavit nor an Opinion of Counsel shall be required in connection with (i) the initial transfer of any
Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer of any such Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Certificate from the
issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor (in which case such transferee shall be deemed to have represented that it is not purchasing with Plan Assets) and the
Securities Administrator shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.
Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted Certificate to or on behalf of a plan or any Person acting directly or indirectly on behalf of a Plan or using assets of a Plan without compliance
with the conditions described above shall be void and of no effect. 
  
 To the extent permitted under applicable law (including ERISA), the Securities Administrator shall be under no liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 11.2(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Securities
Administrator in accordance with the foregoing requirements. 
  
 (d) The preparation and delivery of all certificates and opinions referred to above in this Section 11.2 in connection with transfer shall be at the expense of the parties to such transfers, and not an expense of the Securities
Administrator or the Trust Fund. 
  
 (e) Except as provided below,
the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: 
  
 (i) registration of the Certificates may not be transferred by the Securities Administrator except to another Depository; 
  
 (ii) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; 
  

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 (iii) ownership and transfers of registration of the Book-Entry Certificates on the books
of the Depository shall be governed by applicable rules established by the Depository; 
  
 (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; 
  
 (v) the Securities Administrator shall deal with the
Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of holders under this Agreement, and requests and directions for
and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and 
  
 (vi) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.

  
 All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. 
  
 If (i) (A) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository, and (B) the Securities Administrator or the Depositor is unable to locate a qualified successor or (ii) the Depositor at its option advises the Securities Administrator in writing that
it elects to terminate the book-entry system, or at the direction of Certificate Owners representing at least 51% of the Certificate Principal Balance advises the Securities Administrator and the Depository through the Depository Participants in
writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Securities Administrator shall notify all Certificate Owners, through the Depository, of the occurrence of
any such event and of the availability of definitive, fully-registered Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the Securities Administrator shall issue the Definitive Certificates. Neither the Depositor nor the Securities Administrator shall be liable for any delay in delivery of such
instruction and each may conclusively rely on, and shall be protected in relying on, such instructions. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of
Definitive Certificates. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Securities Administrator, to the
extent applicable with respect to such Definitive Certificates and the Securities Administrator shall recognize the Holders of the 
  

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 Definitive Certificates as Certificateholders hereunder; provided that the Securities Administrator shall not by
virtue of its assumption of such obligations become liable to any party for any act or failure to act of the Depository. 
  
 (f) Notwithstanding anything to the contrary contained herein, no Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or
to (i) a Disqualified Organization or (ii) an individual, corporation or partnership or other person unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in connection with
the conduct of a trade or business within the United States and has furnished the transferor and the Securities Administrator with an effective Internal Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code
(any such person who is not covered by clause (A) or (B) above is referred to herein as a “Non-permitted Foreign Holder”). 
  
 Prior to and as a condition of the registration of any transfer, sale or other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Securities Administrator an affidavit in substantially the form attached hereto as Exhibit K representing and warranting, among other things, that such transferee is a Permitted Transferee and an agreement in the form attached
hereto as Exhibit L, agreeing among other things to comply with this Section 11.2(f). In addition, the Securities Administrator may (but shall have no obligation to) require, prior to and as a condition of any such transfer, the delivery
by the proposed transferee of an Opinion of Counsel, addressed to the Securities Administrator, that such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner, is a Permitted Transferee.
Notwithstanding the registration in the Certificate Register of any transfer, sale, or other disposition of a Residual Certificate to a Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign Holder, such registration shall
be deemed to be of no legal force or effect whatsoever and such Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for any purpose hereunder, including, but not limited
to, the receipt of distributions on such Residual Certificate. Neither the Depositor nor the Securities Administrator shall be under any liability to any Person for any registration or transfer of a Residual Certificate to a Disqualified
Organization, agent or nominee thereof or Non-permitted Foreign Holder or for the Securities Administrator making any payments due on such Residual Certificate to the Holder thereof or for taking any other action with respect to such Holder under
the provisions of the Agreement, so long as the transfer was effected in accordance with this Section 11.2(f), unless the Securities Administrator shall have actual knowledge at the time of such transfer or the time of such payment or other
action that the transferee is a Disqualified Organization, or an agent or nominee thereof, or Non-permitted Foreign Holder. The Securities Administrator shall be entitled to recover from any Holder of a Residual Certificate that was a Disqualified
Organization, agent or nominee thereof, or Non-permitted Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder, all payments made on such
Residual Certificate at and after either such times and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith. Any payment (not including any such costs and expenses) so recovered by the
Securities Administrator shall be paid and delivered to the last preceding Holder of such Residual Certificate. 
  

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 If any purported transferee shall become a registered Holder of a Residual Certificate in violation of
the provisions of this Section 11.2(f), then upon receipt of written notice to the Securities Administrator that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 11.2(f), the last
preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Residual Certificate. The Depositor and the Securities Administrator shall be under no liability to any
Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 11.2(f), or for the Securities Administrator making any payment due on such Certificate to the registered Holder thereof or for
taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section 11.2(f). 
  
 (g) Each Holder of an ERISA Restricted Certificate or Residual Certificate,
or an interest therein, by such Holder’s acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this section. 
  
 SECTION 11.3 Mutilated, Destroyed, Lost or Stolen Certificates. 
  
 If (a) any mutilated Certificate is surrendered to the Securities Administrator, or the Securities Administrator
receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Depositor and the Securities Administrator such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Securities Administrator that such Certificate has been acquired by a bona fide purchaser, the Securities Administrator shall execute, countersign and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor and Percentage Interest. In connection with the issuance of any new Certificate under this Section 11.3, the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith. Any replacement
Certificate issued pursuant to this Section 11.3 shall constitute complete and indefeasible evidence of ownership, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 
  
 SECTION 11.4 Persons Deemed Owners. 
  
 The Securities Administrator and any agent of the Securities Administrator
may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Securities
Administrator nor any agent of the Securities Administrator shall be affected by any notice to the contrary. 
  
 SECTION 11.5 Access to List of Certificateholders’ Names and Addresses. 
  
 If three or more Certificateholders (a) request such information in writing from the Securities Administrator,
(b) state that such Certificateholders desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates, and (c) provide a copy of the communication which such
Certificateholders propose to transmit, or if 
  

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 the Depositor shall request such information in writing from the Securities Administrator, then the Securities
Administrator shall, within ten Business Days after the receipt of such request, provide the Depositor or such Certificateholders at such recipients’ expense the most recent list of the Certificateholders of such Trust Fund held by the
Securities Administrator, if any. The Depositor and every Certificateholder, by receiving and holding a Certificate, agree that the Securities Administrator shall not be held accountable by reason of the disclosure of any such information as to the
list of the Certificateholders hereunder, regardless of the source from which such information was derived. 
  
 SECTION 11.6 Maintenance of Office or Agency. 
  
 The Securities Administrator shall maintain or cause to be maintained at its expense an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange. The Securities Administrator initially designates its office at
                                        
for such purposes. The Securities Administrator shall give prompt written notice to the Certificateholders of any change in such location of any such office or agency. 
  
 SECTION 11.7 Limitation on Rights of Holders. 
  
 (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the Securities
Administrator, the Master Servicer or the Servicer or the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any
provision hereof. 
  
 (b) No Certificateholder, solely by virtue
of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of a Servicer Event of Default or a Master Servicer Event of Default and of the continuance thereof, and unless also the Holders of Certificates evidencing not less than 51% of the Voting
Interests of Certificates of each Class affected thereby shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee indemnity reasonably
satisfactory to it as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with such written request has been given such Trustee during such 60-day period by such Certificateholders; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder, and the 
  

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 Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing
of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.7, each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity. 
  
 SECTION
11.8 Acts of Holders of Certificates. 
  
 (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders or Certificate Owners, if the Holder is a Depository, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the
Trustee and, where expressly required herein, to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agents shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trustee, if made in the manner provided in this
Section 11.8. Each of the Trustee and the Trustee shall promptly notify the others of receipt of any such instrument by it, and shall promptly forward a copy of such instrument to the others. 
  
 (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (c) The ownership of Certificates (whether or not such Certificates shall be
overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Trustee) shall be proved by the Certificate Register, and none of the Trustee, the Trustee, or the Depositor shall be affected by any notice
to the contrary. 
  
 (d) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. 
  

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 ARTICLE XII 
 THE DEPOSITOR 
  
 SECTION
12.1 Liabilities of the Depositor. 
  
 The Depositor shall
be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor herein. 
  
 SECTION 12.2 Merger or Consolidation of the Depositor. 
  
 (a) The Depositor shall keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of
one of the states thereof and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
or any of the Mortgage Loans and to perform its duties under this Agreement. 
  
 (b) Any Person into which the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor shall be a party, or any person succeeding to the business of the
Depositor, shall be the successor of the Depositor hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 
  
 SECTION 12.3 Limitation on Liability of the Depositor and Others.

  
 None of the Depositor or any of the directors, officers,
employees or agents of the Depositor shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor or any such Person against any breach of representations or warranties made by it herein or protect the Depositor or any such Person from any liability which would otherwise be imposed
by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor and any director, officer, employee or agent of the Depositor may rely
in good faith on any document of any kind prima _facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any director, officer, employee or agent of the Depositor shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action
that it may deem necessary or desirable in respect of this 
  

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 Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Depositor shall be entitled to be reimbursed therefor out of the
Distribution Account on any Distribution Date. 
  
 ARTICLE XIII

 TERMINATION 
  
 SECTION 13.1 Termination upon Liquidation or Purchase of all Mortgage Loans. 
  
 Subject to Section 13.3, the obligations and responsibilities of the Depositor, the Seller, the Servicer, the Master
Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: 
  
 (a) on any Distribution Date on which the sum of the aggregate Scheduled Principal Balance of the Mortgage Loans on such Distribution Date is 10% or less
than the Cut-off Date Balance, the purchase by the Servicer (or an Affiliate) of all Mortgage Loans and REO Properties remaining in the Trust Fund (any such event, a “Clean-up Call”) at the price equal to the sum of (i) 100% of
the Scheduled Principal Balance of each Mortgage Loan plus one month’s accrued interest thereon at the applicable Adjusted Net Mortgage Rate and any unpaid interest shortfall due on the outstanding Certificates up to and including the first day
of the month in which the Termination Price is paid plus (ii) the fair market value of the REO Property as determined in good faith by the Servicer, plus (iii) unreimbursed Advances and any unpaid Servicing Fees allocable to
such Mortgage Loans and REO Properties, plus (iv) all amounts, if any, then due and owing to the Master Servicer and the Servicer under this Agreement (the “Termination Price”), and 
  
 (b) the later of (i) the maturity or other liquidation of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. 
  
 In no event shall the trusts created hereby continue beyond the earlier of
(i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof and (ii) the Final Scheduled
Distribution Date. 
  
 The Servicer, or the Master Servicer, in
the order described below, may elect to terminate the Trust Fund pursuant to clause (a) above. The Servicer shall first have the right to exercise the purchase option described in the foregoing sentence upon written notice to the Depositor, the
Securities Administrator and the Trustee. If the Servicer does not exercise its right within 30 days of first becoming eligible to do so, the Master Servicer shall then have the right to exercise such purchase option for the next 30-day period upon
written notice to the Depositor, the Securities Administrator and the Trustee. 
  

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 SECTION 13.2 Final Distribution on the Certificates. 
  
 If on any Determination Date, the Servicer determines that there are no
outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Servicer shall notify the Securities Administrator, which shall promptly send a final distribution notice to each
Certificateholder. 
  
 Notice of any termination of the Trust
Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to Certificateholders
mailed not earlier than the 15th day of the month immediately preceding the month of such final distribution and no later than the tenth day of the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon
which final distribution on the Certificates shall be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein
specified. The Securities Administrator shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. The Servicer shall, no later than the Business Day prior to the Distribution Date on which the final
distribution is to be made, remit the Termination Price to the Securities Administrator for deposit in the Distribution Account. 
  
 Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class,
in each case on the final Distribution Date and in the order set forth in Section 10.5, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to the Certificate Principal
Balance thereof plus accrued interest thereon. 
  
 In the event
that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for
cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out
of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class C, P, R and RX Certificateholders, upon written request to
the Securities Administrator at the applicable Corporate Trust Office, shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto. 
  
 SECTION 13.3 Additional Termination Requirements. 
  
 (a) In the event the Servicer or the Master Servicer exercises the Clean-up Call as provided in Section 13.1, the Trust
Fund shall be terminated in accordance with the following 
  

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 additional requirements, unless the Securities Administrator has been supplied with an Opinion of Counsel, at the expense
of the Servicer or the Master Servicer, as applicable, to the effect that the failure to comply with the requirements of this Section 13.3 shall not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC
as defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding: 
  
 (i) Within 90 days prior to the final Distribution Date set forth in the notice given by the Servicer or the Master Servicer under
Section 13.2, at the expense of the Servicer or the Master Servicer, as applicable, the Securities Administrator shall adopt a plan of complete liquidation within the meaning of section 860F(a)(4) of the Code which meets the requirements of a
qualified liquidation; 
  
 (ii) Within 90 days
after the time of adoption of such a plan of complete liquidation, the Securities Administrator shall sell all of the assets of the Trust Fund to the Servicer or the Master Servicer for cash in accordance with Section 13.1; 
  
 (iii) On the date specified for final payment of the
Certificates, the Securities Administrator shall cause to be made final distributions of principal and interest on the Certificates in accordance with Section 13.2 and, after payment of, or provision for any outstanding expenses, distribute or
credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and

  
 (iv) In no event may the final payment on the
Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted. 
  
 (b) The Securities Administrator as agent for any REMIC hereby agrees to adopt and sign such a plan of complete liquidation
upon the written request of the Servicer or the Master Servicer and to take such other action in connection therewith as may be reasonably requested by the Securities Administrator . 
  
 (c) By their acceptance of the Certificates, the Holders thereof hereby authorize the Securities Administrator to prepare
and the Securities Administrator to adopt and sign a plan of complete liquidation. 
  
 ARTICLE XIV 
 REMIC ADMINISTRATION 
  
 SECTION 14.1 REMIC Administration. 
  
 (a) The REMIC elections as set forth in the Preliminary Statement shall be made on Forms 1066 or other appropriate federal
tax or information return prepared by the Securities Administrator and signed by the Trustee for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement. Following the Closing Date, 
  

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 the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each
REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. The Securities Administrator shall also apply for an employer identification number by means of a Form SS-4 for
the Issuing Entity separate and apart from any Trust REMIC. 
  
 (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the
Final Scheduled Distribution Date. 
  
 (c) The Securities
Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax-related
expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMIC that involve the Internal Revenue Service or
state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful misconduct of the Securities Administrator in fulfilling its duties hereunder (including its duties as tax return preparer). 
  
 (d) The Securities Administrator shall prepare, and the Trustee shall sign
and file, each REMIC’s federal and state tax and information returns as such REMIC’s direct representative. The expenses of preparing and filing such returns shall be borne by the Securities Administrator. 
  
 (e) The Securities Administrator or its designee shall perform on behalf of
each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Securities Administrator shall provide, upon receipt of additional reasonable compensation, (i) to the Treasury or other governmental authority
such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
Section 860E(e)(3) of the Code and (ii) to the Securities Administrator such information as is necessary for the Securities Administrator to provide to the Certificateholders such information or reports as are required by the Code or REMIC
Provisions. 
  
 (f) To the extent within their control, the
Securities Administrator and the Holders of Certificates shall take any action or cause any REMIC to take any action reasonably necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as
necessary to create or maintain such status. None of the Securities Administrator or the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited 
  

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 to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Securities Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to take such action) to
the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which
is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur;
provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any
such action without the written consent of the Residual Certificateholders. 
  
 (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual
Certificateholder, the Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. 
  
 (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each
REMIC on a calendar year and on an accrual basis. 
  
 (i) No
additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. 
  
 (j) The Securities Administrator shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for services.

  
 (k) The largest percentage holder of the Class R and Class RX
Certificates shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to their respective REMICs. The Trustee shall act as agent for the Holder of the Class R and Class
RX Certificates in such roles, unless and until another party is so designated by the Holder of the Class R or the Class RX Certificate. 
  
 (l) The Securities Administrator shall treat (i) the rights of the Class A and Class M Certificates to receive Net WAC Cap Carryover Amounts
(other than amounts paid under the Cap Agreement) as a right in interest rate cap contracts written by the Class C Certificateholders in favor of the Holders of the Class A and Class M Certificates and (ii) the rights of the Class C
Certificates under the Cap Agreement in accordance with the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Securities Administrator shall account for such as property held
separate and apart from the regular 
  

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 interests it holds in each of the REMICs created hereunder. The provisions of this paragraph and Section 13.1(l) are
intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each
Distribution Date, to the extent the Class A and Class M Certificates receive interest in excess of their Pass-Through Rate, such interest will be treated as distributed to the Class C Interest and then to the Class C Certificates, together
with any amounts deposited in the Reserve Account in respect of the Cap Agreement and then paid to the Class A and Class M Certificates pursuant to the related Cap Agreement. 
  
 SECTION 14.2 Prohibited Transactions and Activities. 
  
 None of the Depositor, the Trustee or the Securities Administrator shall (a) sell, dispose of, or substitute for any of
the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of each REMIC pursuant to Article XII, or (iv) a substitution or a
repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Account for gain, or accept any contributions to any REMIC after the Closing Date,
unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such
REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets
transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC
Provisions. 
  
 SECTION 14.3 Indemnification with Respect to
Prohibited Transactions or Loss of REMIC Status. 
  
 In the
event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to a violation of this Pooling and
Servicing Agreement or due to the negligent performance by the Securities Administrator, the Trustee, the Master Servicer or a Servicer of its duties and obligations set forth herein, the Trustee, the Securities Administrator, the Master Servicer or
a Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided,
however, that such party shall not be liable for any such Losses attributable to the action or another party to this Agreement or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of
the foregoing parties on which such party has relied. Notwithstanding the foregoing, however, in no event shall the Trustee, the Securities Administrator, the Master Servicer or a Servicer have any liability (a) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement and (b) for any special or consequential damages to Certificateholders of the related Residual Certificate
(in addition to payment of principal and interest on the Certificates). 
  

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 ARTICLE XV 
 AMENDMENT 
  
 SECTION 15.1
Without Consent of the Certificateholders. 
  
 (a) This
Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Servicer and the Trustee without the consent of any of the Certificateholders (i) to cure any ambiguity or mistake,
(ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the
Master Servicer, the Servicer or the Trustee, (iv) to add any other provisions with respect to matters or questions arising hereunder or (v) to modify, alter, amend, add to or rescind any of the terms or provisions contained in this
Agreement; provided that any such amendment shall not, as evidenced by an Opinion of Counsel without consent of the Certificateholders, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not
be an expense of the Trustee or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned
to the Certificate. 
  
 (b) The Trustee, the Depositor, the
Securities Administrator, the Master Servicer and the Servicer also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall
be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC pursuant to the Code that would be a claim at any time
prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such
opinion but in any case shall not be an expense of the Trustee or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or
comply with any such requirements of the Code. 
  
 SECTION 15.2
With Consent. 
  
 This Agreement also may be amended from
time to time by the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer and the Trustee with the consent of the Holders of a Majority in Interest of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in (i), without the consent of the Holders of Certificates of such Class evidencing, as to such Class, Percentage 
  

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 Interests aggregating 66%, or (iii) reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders of all such Certificates then Outstanding. 
  
 SECTION 15.3 Procedure and Notice. 
  
 (a) Promptly after the execution of any amendment to this Agreement requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance or a copy of such amendment to each Certificateholder and each Rating Agency. 
  
 (b) It shall not be necessary for the consent of Certificateholders under this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe. 
  
 (c) Notwithstanding any contrary
provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, which opinion shall not be an expense of the Trustee or the Trust Fund, to the effect that such
amendment shall not cause the imposition of any tax on any Trust REMIC or the Certificateholders or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are Outstanding. 
  
 (d) Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, which Opinion shall not be an expense of the Trustee or the Trust Fund, satisfactory to the Trustee that such amendment is permitted by this Agreement and that all requirements for amending this
Agreement have been complied with. 
  
 ARTICLE XVI

 MISCELLANEOUS PROVISIONS 
  
 SECTION 16.1 Binding Nature of Agreement; Assignment. 
  
 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
  
 SECTION 16.2 Entire Agreement. 
  
 This Agreement contains the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject
matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. 
  

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 SECTION 16.3 Counterparts. 
  
 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument. 
  
 SECTION 16.4 Provision of Information. 
  
 For so
long as any of the Certificates of any Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, each of the Depositor, the Securities Administrator and the Trustee agree to cooperate with each other to provide
to any Certificateholders and to any prospective purchaser of Certificates designated by such holder, upon the request of such holder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee or the Securities Administrator in providing such information shall be reimbursed by the Depositor. 
  
 SECTION 16.5 Governing Law. 
  
 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW
HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 SECTION 16.6 Notices. 
  
 (a) The Securities Administrator shall promptly provide notice to each Rating Agency of its resignation. 
  
 (b) The Securities Administrator shall make available to each Rating Agency
copies of each report to Certificateholders described in Section 5.5. 
  
 (c) All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given when delivered by first class mail, by courier or by facsimile transmission to the following addresses
or such other address as may hereafter be furnished to the Trustee: 
  

	 	(i)	in the case of the Depositor: 

  

	 	    	FBR Securitization, Inc. 


	 	    	1001 Nineteenth Street North 


	 	    	Arlington, Virginia 22202 


	 	    	Attention: Michael Warden 


	 	    	Telephone: (703) 312-1809 


	 	    	Facsimile: (703) 469-1075 

  

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	 	    	with a copy to: 

  

	 	    	Friedman, Billings, Ramsey & Co., Inc. 


	 	    	1001 Nineteenth Street North 


	 	    	Arlington, Virginia 22202 


	 	    	Attention: FBR Chief Legal Counsel 


	 	    	Telephone: (703) 469-1040 


	 	    	Facsimile: (703) 469-1140; 

  

	 	(ii)	in the case of the Trustee, the Corporate Trust Office or such other address as the Trustee may hereafter furnish to the other parties hereto; 

  

	 	(iii)	in the case of if to the Seller: 

  

	 	    	MHC I, Inc. 


	 	    	c/o Friedman, Billings, Ramsey & Co., Inc. 


	 	    	1001 Nineteenth Street North 


	 	    	Arlington, Virginia 22202 


	 	    	Attention: Brian Bowers 


	 	    	Telephone: (703) 469-1148 


	 	    	Facsimile: (703) 469-9721 

  

	 	    	with a copy to: 

  

	 	    	Friedman, Billings, Ramsey & Co., Inc. 


	 	    	1001 Nineteenth Street North 


	 	    	Arlington, Virginia 22202 


	 	    	Attention: FBR Chief Legal Counsel 


	 	    	Telephone: (703) 469-1040 


	 	    	Facsimile: (703) 469-1140; 

  

	 	(iv)	in the case of the Servicer: 

  

	 	    	                                      
           


	 	    	                                      
           


	 	    	                                      
           

  

	 	(v)	in the case of the Master Servicer or the Securities Administrator: 

  

	 	    	                                      
           


	 	    	                                      
           


	 	    	                                      
           

  
  

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	 	(vi)	in the case of the Rating Agencies, addressed to: 

  

	 	(A)	Standard & Poor’s, a division of the McGraw-Hill Companies 


	 	    	55 Water Street, 41st Floor 


	 	    	New York, New York 10041 


	 	    	Facsimile: (212) 438-2664 


	 	    	Attention: Structured Finance Ratings, Mortgage-Backed Securities 

  

	 	    	and 

  

	 	(B)	Moody’s Investors Service, Inc. 


	 	    	99 Church Street 


	 	    	New York, New York 10007 


	 	    	telecopy no. (212) 553-0355 

  
 Notices to Certificateholders shall be deemed given when mailed, first class postage prepaid, to their respective addresses appearing in the Certificate
Register. 
  
 SECTION 16.7 Severability of Provisions.

  
 If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. 
  
 SECTION 16.8 No Waivers. 
  
 Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or
privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have
granted such waiver. 
  
 SECTION 16.9 Headings Not to Affect
Interpretation. 
  
 The headings contained in this Agreement
are for convenience of reference only, and they shall not be used in the interpretation hereof. 
  
 SECTION 16.10 No Petitions. 
  
 The Trustee, the Master Servicer, the Securities Administrator and the Servicer, by entering into this Agreement, hereby covenant and agree that they
shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement. 
  

 141 








 SECTION 16.11 Certificates Fully Paid and Nonassessable. 
  
 It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the Securities
Administrator pursuant to this Agreement, are and shall be deemed fully paid. 
  
 SECTION 16.12 Protection of Assets. 
  
 (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust Fund created by this Agreement is not authorized and has no power to:

  

	 	(i)	borrow money or issue debt; 

  

	 	(ii)	merge with another entity, reorganize, liquidate or sell assets; or 

  

	 	(iii)	engage in any business or activities. 

  
 (b) Each of the Trustee, the Securities Administrator and the Depositor agrees that it shall not file an involuntary bankruptcy petition against the Trust
Fund or initiate any other form of insolvency proceeding until after the Certificates have been paid in full. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 142 








 IN WITNESS WHEREOF, the Depositor, the Seller, the Servicer, the Master Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	FBR SECURITIZATION, INC., as Depositor
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	                                      
              , as Trustee
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	MHC I, INC., as Seller
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	                                      
                          , as Servicer
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

 143 









			
	                                       
      , as Master
 Servicer and as Securities Administrator

		
	By:	 	  


	Name:	 	 
	Title:	 	 


  
 [POOLING AND SERVICING AGREEMENT] 
  

 144 








 POOLING AND SERVICING AGREEMENT 
 EXHIBITS 
  
 TABLE OF CONTENTS 
  
 EXHIBITS 
  
 Exhibit A - Information Fields for ML Schedule 
 Exhibit B - Contents of each Mortgage File 
 Exhibit C - Form of Request for
Release 
 Exhibit D - Form of Realized Gains and Losses 
 Exhibit
E - Standard Layout for Monthly Defaulted Loan Report 
 Exhibit F - Credit Reporting Procedure 
 Exhibit 1122 - Servicing Criteria 
 Exhibit Sox - Sarbanes Oxley Certificate 
 Exhibit G-1 - Form of Class A Certificate 
 Exhibit G-2 - Form of Class M
Certificate 
 Exhibit G-3 - Form of Class C Certificate 
 Exhibit
G-4 - Form of Class P Certificate 
 Exhibit G-5 - Form of Class R Certificate 
 Exhibit G-6 - Form of Class RX Certificate 
 Exhibit H - Form of Transferor Certificate 
 Exhibit I-1 - Form of Investment Letter (Non- Rule 144A) 
 Exhibit I-2 - Form
of Investment Letter (Rule 144A) 
 Exhibit J - Form of Benefit Plan Affidavit 
 Exhibit K - Form of Residual Transfer Affidavit 
 Exhibit L - Form of Residual Transferee Agreement 
  
 SCHEDULES 
  
 Schedule A - Mortgage Loan Schedule 
 Schedule B
- Representations and Warranties in respect of the Mortgage Loans 
 Schedule C - LIBOR Calculation 
 Schedule D - Purchase Agreement 
 Schedule E - Assignment and Recognition
Agreement 
  

 (i) 








 EXHIBIT A 
  

Information Fields for Mortgage Loan Schedule 
  
 With respect to each Mortgage Loan: 
  
 1. the Loan identification number; 
  
 2. the applicable Cut-off Date; 
  
 3. the zip code of the Mortgaged Property; 
  
 4. a code indicating whether the Mortgaged Property is a single family residence, two-family residence, three to four family residence, planned unit
development, condominium, townhouse, row home or manufactured home; 
  
 5. the current Mortgage Rate; 
  
 6. the current
Scheduled Monthly Payment; 
  
 7. the original term to maturity;

  
 8. the scheduled maturity date; 
  
 9. the scheduled principal balance of the Mortgage Loan as of the Cut-off
Date; 
  
 10. the original Loan-to-Value Ratio; 
  
 11. the FICO score of the Mortgagor at the time of origination; 

 
 12. a code indicating the credit grade of each Mortgage Loan as assigned
by the Originator; 
  
 13. the date on which the first Scheduled
Monthly Payment was or will be due; 
  
 14. the date on which the
next payment is due; 
  
 15. the documentation level (full,
stated, NIV); 
  
 16. loan purpose (i.e., purchase,
rate/term refinance, cash-out refinance); 
  
 17. a code
indicating whether the Mortgaged Property is owner occupied or non-owner occupied; 
  
 18. a code indicating the product type (e.g., 2/28, 3/27, 15 year fixed, etc.); 
  
 19. a code indicating whether the Mortgage Loan is subject to a Prepayment Premium; 
  

 A-1 








 20. the term of any Prepayment Premium; 
  
 21. the type and amount of any Prepayment Premium; 
  
 22. with respect to each Adjustable Rate Mortgage Loan, the Gross Margin; 
  
 23. with respect to each Adjustable Rate Mortgage Loan, the next Adjustment
Date; 
  
 24. with respect to each Adjustable Rate Mortgage Loan,
the lifetime maximum Mortgage Interest Rate; 
  
 25. with respect
to each Adjustable Rate Mortgage Loan, the lifetime minimum Mortgage Interest Rate; 
  
 26. with respect to each Adjustable Rate Mortgage Loan, the periodic Mortgage Interest Rate cap; 
  
 27. with respect to each Adjustable Rate Mortgage Loan, the Index; 
  
 28. a code indicating whether the Mortgage Loan is an adjustable rate or fixed rate mortgage loan; 
  
 29. a code indicating whether the Mortgage Loan is a balloon loan; and

  
 30. a code indicating whether the Mortgage Loan is a
“high cost” (or similarly classified) loan under applicable federal, state and local laws. 
  
 With respect to the Mortgage Loans in the aggregate in the related Mortgage Loan Package, the respective Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date: 
  
 1. the number
of Mortgage Loans; 
  
 2. the current aggregate outstanding
scheduled principal balance of the Mortgage Loans; 
  
 3. the
current weighted average Mortgage Interest Rate of the Mortgage Loans; and 
  
 4. the weighted average months to maturity of the Mortgage Loans. 
  

 A-2 








 EXHIBIT B 
  

Contents of Mortgage Loan File 
  
 With respect to each Mortgage Loan, the Mortgage File shall include each of the following items delivered to the Trustee (or its designee), portions of
which may be held by the Servicer in the Servicing File: 
  
 (i) The original Mortgage Note (with all riders) endorsed either in blank or in the following form: “Pay to the order of ________________, as trustee (the “Trustee”) for the FBR Securitization
Trust 200_-_ Mortgage-Backed Certificates, Series 200_-_, without recourse” and signed in the name of the Seller by an Authorized Officer (provided, in the event that the Mortgage Loan was acquired by the Seller in a merger, the
signature must be in the following form: “[Seller], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by the Seller while doing business under another name, the signature must
be in the following form: “[Seller], formerly known as [previous name]”). The Mortgage Note must contain all necessary intervening endorsements showing a complete chain of endorsement from the Originator (each such endorsement being
sufficient to transfer all right, title and interest of the party so endorsing, as the holder of the Mortgage Note or assignee thereof, in and to that Mortgage Note); or 
  
 With respect to no more than 1% of the Cut-off Date Balance, a certified copy of the Mortgage Note (endorsed
as provided above) together with a lost note affidavit, providing indemnification to the holder thereof for any losses incurred due to the fact that the original Mortgage Note is missing. 
  
 (ii) The original of any guarantee executed in connection
with the Mortgage Note (if any). 
  
 (iii) The
original Mortgage (with all riders), with evidence of recording thereon, except as follows: If in connection with any Mortgage Loan, the Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or
prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded
Mortgage, the Seller shall deliver or cause to be delivered to the Trustee, a photocopy of such Mortgage, together with, in the case of a delay caused by the public recording office, an Officer’s Certificate of the Seller stating that such
Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original
recorded Mortgage will be promptly delivered to the Trustee upon receipt thereof by the Seller. 
  
 (iv) The originals or certified true copies of any document sent for recordation of all assumption, modification, consolidation or
extension agreements, with evidence of recording thereon, or, if the original of any such agreement with evidence of recording 

  

 B-1 








 
thereon has not been returned by the public recording office where such agreement has been delivered for recordation or such agreement has been lost or such
public recording office retains the original recorded agreement, a photocopy of such agreement, certified by the Seller or its agent to be a true and correct copy of the agreement delivered to the appropriate public recording office for recordation.
The original recorded agreement or, in the case of a agreement where a public recording office retains the original recorded agreement or in the case where an agreement is lost after recordation in a public recording office, a copy of such agreement
certified by such public recording office to be a true and complete copy of the original recorded agreement, will be promptly delivered to the Trustee upon receipt thereof by the Seller. 
  
 (v) The original Assignment of Mortgage in blank for each Mortgage Loan, in form and substance acceptable
for recording. If the Mortgage Loan was acquired by the Seller in a merger, the Assignment of Mortgage must be made by “[Seller], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the Seller
while doing business under another name, the Assignment of Mortgage must be made by “[Seller], formerly know as [previous name].” Subject to the foregoing and where permitted under the applicable laws of the jurisdiction wherein the
Mortgaged property is located, such Assignments of Mortgage may be made by blanket assignments for Mortgage Loans secured by the Mortgaged Properties located in the same county. If the related Mortgage has been recorded in the name of MERS or its
designee, no Assignment of Mortgage will be required to be prepared or delivered and instead, the Seller shall take all actions as are necessary to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. 
  
 (vi) For any Mortgage Loan not recorded in the name of MERS, originals or certified true copies of documents sent for recordation of all
Intervening Assignments of the Mortgage with evidence of recording thereon, or if any such Intervening Assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original
recorded assignments of mortgage, the Seller shall deliver or cause to be delivered to the Trustee, a photocopy of such Intervening Assignment, together with (i) in the case of a delay caused by the public recording office, an Officer’s
Certificate of the Seller stating that such Intervening Assignment of Mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded Intervening Assignment of Mortgage or a copy of such
Intervening Assignment of Mortgage certified by the appropriate public recording office or by the title insurance company that issued the title policy to be a true and complete copy of the original recorded Intervening Assignment of Mortgage will be
promptly delivered to the Trustee upon receipt thereof by the Seller; or (ii) in the case of an Intervening Assignment where a public recording office retains the original recorded Intervening Assignment of Mortgage or in the case where an
Intervening Assignment of Mortgage is lost after recordation in a public recording office, a copy of such Intervening Assignment of Mortgage certified by such public recording office to be a true and complete copy of the original recorded
Intervening Assignment of Mortgage. 
  

 B-2 








 (vii) The original private mortgage insurance policy or certificate of insurance, where
required pursuant to the Agreement. 
  
 (viii)
The original mortgagee policy of title insurance in the form required by the Agreement or, if the original lender’s title insurance policy has not been issued, the preliminary report or irrevocable binder or commitment to issue the same.

  
 (ix) Any security agreement, chattel mortgage
or equivalent executed in connection with the Mortgage. 
  
 (x) For each Mortgage Loan which is secured by a residential long-term lease, if any, a copy of the lease with evidence of recording indicated thereon, or, if the lease is in the process of being recorded, a photocopy
of the lease, certified by an officer of the respective prior owner of such Mortgage Loan or by the applicable title insurance company, closing/settlement/escrow agent or company or closing attorney to be a true and correct copy of the lease
transmitted for recordation. 
  
 With respect to each Mortgage
Loan, the Mortgage File shall include each of the following items to the extent required in the Underwriting Guidelines: 
  
 (i) The original hazard insurance policy and, if required by law, flood insurance policy. 
  
 (ii) Fully executed residential loan application.

  
 (iii) Fully executed Mortgage Loan closing
statement (i.e., a Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms required by law. 
  
 (iv) Verification of employment and income (if required pursuant to the Underwriting Guidelines). 
  
 (v) Verification of acceptable evidence of source and amount
of down payment. 
  
 (vi) Credit report on the
Mortgagor. 
  
 (vii) Residential appraisal
report. 
  
 (viii) Photograph of the Mortgaged
Property. 
  
 (ix) Survey of the Mortgaged
Property, if required by the title company or applicable law. 
  
 (x) Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy (i.e., map or plat, restrictions, easements, sewer agreements, home
association declarations, etc.). 
  

 B-3 








 (xi) All fully executed required disclosure statements required by state and federal law.

  
 (xii) If applicable, termite report,
structural engineer’s report, water potability and septic certification. 
  
 (xiii) Sales contract, if applicable. 
  
 (xiv) Evidence of payment of taxes and insurance premiums, insurance claim files, correspondence, current and historical computerized data files, and all other processing, underwriting and closing papers and records
which are customarily contained in a mortgage file and which are required to document the Mortgage Loan or to service the Mortgage Loan. 
  
 (xv) Amortization schedule, if available. 
  
 (xvi) Payment history for any Mortgage Loan that has been closed for more than 90 days. 
  
 (xvii) Fully executed power of attorney, if applicable.

  
 In the event of a delay by the public recording office in returning any
recorded document, the Seller shall deliver to the Custodian, within 180 days of the Closing Date, an Officer’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify
the date the applicable recorded document will be delivered to the Custodian. The Seller shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in
(iv) above may be requested form the Custodian, which consent shall not be unreasonably withheld. 
  

 B-4 








 EXHIBIT C 
  

FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT 
  
 [Name of Custodian] 
 [Address of Custodian] 
  
 In connection with the administration of the mortgages held by you as Custodian under that
certain Custodial Agreement, dated as of ________________ (the “Custodial Agreement”), among ________________, as custodian (the “Custodian”), FBR Securitization Trust 200_-_, as Depositor (the
“Depositor”), and ________________, as the trustee (the “Trustee”), the [Master Servicer] [Servicer] hereby requests a release of the Mortgage File held by you as Custodian with respect to the following described
Mortgage Loan for the reason indicated below. 
  
 Mortgagor’s
Name: 
  
 Address: 
  
 Loan No.: 
  
 Reason for requesting file: 
  
 1. Mortgage Loan paid in full. The [Master Servicer] [Servicer] hereby certifies that all amounts received in connection with the loan have been credited to the
[Custodial Account] [Payment Account] pursuant to the Pooling and Servicing Agreement. 
  
 2. Mortgage Loan foreclosed. The [Master Servicer] [Servicer] hereby certifies that the above reference Mortgage Loan is or will be subject to a foreclosure proceeding in accordance with the Pooling and Servicing Agreement.

  
 3. Mortgage Loan substituted. The [Master Servicer] [Servicer] hereby
certifies that a Qualified Substitute Mortgage Loan has been assigned and delivered to you along with the related Mortgage File pursuant to the Pooling and Servicing Agreement. 
  
 4. Mortgage Loan repurchased. The [Master Servicer] [Servicer] hereby certifies that the Repurchase Amount has been credited to the
Payment Account pursuant to the Pooling and Servicing Agreement. 
  
 5.
Other. [ - ] 
  
 The undersigned acknowledges that the above Mortgage File
will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of such Mortgage File, except if the Mortgage Loan has been paid in full,
repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no
longer required by us for such purpose). 
  

 C-1 








 Capitalized terms used herein shall have the meanings ascribed to them in the Custodial Agreement. 
  

			
	 [ - ],

	 as [Master Servicer] [Servicer]

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 C-2 








 EXHIBIT D 
  

Form of Realized Losses and Gains 
  
 The numbers on the form correspond with the numbers listed below. 
  
 Liquidation and Acquisition Expenses: 
  
 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required. 
  
 2. The Total Interest Due
less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and
servicing fees advanced is required. 
  
 3. Accrued Servicing Fees based upon the
Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  
 4-12. Complete as applicable. All line entries must be supported by copies of
appropriate statements, vouchers, receipts, bills, canceled checks, etc., to document the expense. Entries not properly documented will not be reimbursed to the Servicer. 
  
 13. THE TOTAL OF LINES 1 THOUGH 12 
  
 Credits: 
  
 14-21. Complete as applicable. All line entries must be supported by copies of the appropriate claims forms, EOBs, HUD-1 and/or other proceeds verification, statements, payment checks, etc. to document the credit. If
the Mortgage Loan is subject to a Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should be input on
line 20. 
  
 22. The total of lines 14 through 21. 
  
 Please note: For HUD/VA loans, use line (15) for Part A/Initial proceeds and line
(16) for Part B/Supplemental proceeds 
  
 Total Realized Loss (or Amount
of Any Gain) 
  
 23. The total derived from subtracting line 22 from 13. If
the amount represents a realized gain, show the amount in parenthesis (    ). 
  

 © Copyright Wells Fargo Bank, Corporate Trust Services 
  

 D-1 








 CALCULATION OF REALIZED LOSS/GAIN 
  

			
	Prepared by:                                   
  	  	                          Date:
                                    
	Phone:
                                        
    	  	Email Address:
                                        
        

  

					
	Servicer Loan No.	 	Servicer Name	 	Servicer Address
	 	 	 	 	 

  
 Loan
No._____________________________ 
 Borrower’s Name:________________________________________________________ 

Property Address:________________________________________________________________ 
  
 Liquidation and Acquisition Expenses: 

									
	 (1)
	  	Actual Unpaid Principal Balance of Mortgage Loan	  	$	__________________	  	(1	)
	 (2)
	  	Interest accrued at Net Rate	  	 	__________________	  	(2	)
	 (3)
	  	Accrued Servicing Fees	  	 	__________________	  	(3	)
	 (4)
	  	Attorney’s Fees	  	 	__________________	  	(4	)
	 (5)
	  	Taxes	  	 	__________________	  	(5	)
	 (6)
	  	Property Maintenance	  	 	__________________	  	(6	)
	 (7)
	  	MI/Hazard Insurance Premiums	  	 	__________________	  	(7	)
	 (8)
	  	Utility Expenses	  	 	__________________	  	(8	)
	 (9)
	  	Appraisal/BPO	  	 	__________________	  	(9	)
	 (10)
	  	Property Inspections	  	 	__________________	  	(10	)
	 (11)
	  	FC Costs/Other Legal Expenses	  	 	__________________	  	(11	)
	 (12)
	  	Other (itemize)	  	$	__________________	  	(12	)
	 	  	 Cash for Keys__________________________
	  	 	__________________	  	 	 
	 	  	 HOA/Condo Fees_______________________
	  	 	__________________	  	 	 
	 	  	 ______________________________________
	  	 	__________________	  	 	 
	 	  	 ______________________________________
	  	 	__________________	  	 	 
	 	  	 Total Expenses
	  	$	__________________	  	(13	)
	 Credits:
	  	 	  	 	 	  	 	 
	 (14)
	  	Escrow Balance	  	$	__________________	  	(14	)
	 (15)
	  	HIP Refund	  	 	__________________	  	(15	)
	 (16)
	  	Rental Receipts	  	 	__________________	  	(16	)
	 (17)
	  	Hazard Loss Proceeds	  	 	__________________	  	(17	)
	 (18)
	  	Primary Mortgage Insurance Proceeds	  	 	__________________	  	(18	)
	 (19)
	  	Pool Insurance Proceeds	  	 	__________________	  	(19	)
	 (20)
	  	Proceeds from Sale of Acquired Property	  	 	__________________	  	(20	)
	 (21)
	  	Other (itemize)	  	 	__________________	  	(21	)
	 	  	______________________________________	  	 	__________________	  	 	 
	 	  	______________________________________	  	 	__________________	  	 	 
	 	  	Total Credits	  	$	__________________	  	(22	)
			
	Total Realized Loss (or Amount of Gain)	  	$	__________________	  	(23	)

  
 Please be advised
that failure to comply with ANY or all of the guidelines entailed herein may result in issuance of late reporting fees. 
 © Copyright Wells Fargo Bank, Corporate Trust Services

 Contact us with Reporting Questions: CTSDefaultSRG@WellsFargo.com 
  

 D-2 








 EXHIBIT E 
  

Standard Layout for Monthly Defaulted Loan Report 
  
 Exhibit: Standard File Layout – Delinquency Reporting 
  

							
	 Column/Header Name

	  	 Description

	  	 Decimal

	  	 Format
 Comment


				
	SERVICER_LOAN_NBR	  	A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR	  	 	  	 
				
	LOAN_NBR	  	A unique identifier assigned to each loan by the originator.	  	 	  	 
				
	CLIENT_NBR	  	Servicer Client Number	  	 	  	 
				
	SERV_INVESTOR_NBR	  	Contains a unique number as assigned by an external servicer to identify a group of loans in their system.	  	 	  	 
				
	BORROWER_FIRST_NAME	  	First Name of the Borrower.	  	 	  	 
				
	BORROWER_LAST_NAME	  	Last name of the borrower.	  	 	  	 
				
	PROP_ADDRESS	  	Street Name and Number of Property	  	 	  	 
				
	PROP_STATE	  	The state where the property located.	  	 	  	 
				
	PROP_ZIP	  	Zip code where the property is located.	  	 	  	 
				
	BORR_NEXT_PAY_DUE_DATE	  	The date that the borrower’s next payment is due to the servicer at the end of processing cycle, as reported by Servicer.	  	 	  	MM/DD/YYYY
				
	LOAN_TYPE	  	Loan Type (i.e. FHA, VA, Conv)	  	 	  	 
				
	BANKRUPTCY_FILED_DATE	  	The date a particular bankruptcy claim was filed.	  	 	  	MM/DD/YYYY
				
	BANKRUPTCY_CHAPTER_CODE	  	The chapter under which the bankruptcy was filed.	  	 	  	 
				
	BANKRUPTCY_CASE_NBR	  	The case number assigned by the court to the bankruptcy filing.	  	 	  	 
				
	POST_PETITION_DUE_DATE	  	The payment due date once the bankruptcy has been approved by the courts	  	 	  	MM/DD/YYYY
				
	BANKRUPTCY_DCHRG_DISM_DATE	  	The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.	  	 	  	MM/DD/YYYY
				
	LOSS_MIT_APPR_DATE	  	The Date The Loss Mitigation Was Approved By The Servicer	  	 	  	MM/DD/YYYY
				
	LOSS_MIT_TYPE	  	The Type Of Loss Mitigation Approved For A Loan Such As;	  	 	  	 
				
	LOSS_MIT_EST_COMP_DATE	  	The Date The Loss Mitigation /Plan Is Scheduled To End/Close	  	 	  	MM/DD/YYYY
				
	LOSS_MIT_ACT_COMP_DATE	  	The Date The Loss Mitigation Is Actually Completed	  	 	  	MM/DD/YYYY
				
	FRCLSR_APPROVED_DATE	  	The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.	  	 	  	MM/DD/YYYY
				
	ATTORNEY_REFERRAL_DATE	  	Date File Was Referred To Attorney to Pursue Foreclosure	  	 	  	MM/DD/YYYY
				
	FIRST_LEGAL_DATE	  	Notice of 1st legal filed by an Attorney in a Foreclosure Action	  	 	  	MM/DD/YYYY
				
	FRCLSR_SALE_EXPECTED_DATE	  	The date by which a foreclosure sale is expected to occur.	  	 	  	MM/DD/YYYY
				
	FRCLSR_SALE_DATE	  	The actual date of the foreclosure sale.	  	 	  	MM/DD/YYYY
				
	FRCLSR_SALE_AMT	  	The amount a property sold for at the foreclosure sale.	  	2	  	No commas(,) or dollar signs ($)
				
	EVICTION_START_DATE	  	The date the servicer initiates eviction of the borrower.	  	 	  	MM/DD/YYYY
				
	EVICTION_COMPLETED_DATE	  	The date the court revokes legal possession of the property from the borrower.	  	 	  	MM/DD/YYYY
				
	LIST_PRICE	  	The price at which an REO property is marketed.	  	2	  	No commas(,) or dollar signs ($)
				
	LIST_DATE	  	The date an REO property is listed at a particular price.	  	 	  	MM/DD/YYYY
				
	OFFER_AMT	  	The dollar value of an offer for an REO property.	  	2	  	No commas(,) or dollar signs ($)

  

 E-1 









							
				
	OFFER_DATE_TIME	  	The date an offer is received by DA Admin or by the Servicer.	  	 	  	MM/DD/YYYY
				
	REO_CLOSING_DATE	  	The date the REO sale of the property is scheduled to close.	  	 	  	MM/DD/YYYY
				
	REO_ACTUAL_CLOSING_DATE	  	Actual Date Of REO Sale	  	 	  	MM/DD/YYYY
				
	OCCUPANT_CODE	  	Classification of how the property is occupied.	  	 	  	 
				
	PROP_CONDITION_CODE	  	A code that indicates the condition of the property.	  	 	  	 
				
	PROP_INSPECTION_DATE	  	The date a property inspection is performed.	  	 	  	MM/DD/YYYY
				
	APPRAISAL_DATE	  	The date the appraisal was done.	  	 	  	MM/DD/YYYY
				
	CURR_PROP_VAL	  	The current “as is” value of the property based on brokers price opinion or appraisal.	  	2	  	 
				
	REPAIRED_PROP_VAL	  	The amount the property would be worth if repairs are completed pursuant to a broker’s price opinion or appraisal.	  	2	  	 
				
	 If applicable:
	  	 	  	 	  	 
				
	DELINQ_STATUS_CODE	  	FNMA Code Describing Status of Loan	  	 	  	 
				
	DELINQ_REASON_CODE	  	The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle.	  	 	  	 
				
	MI_CLAIM_FILED_DATE	  	Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.	  	 	  	MM/DD/YYYY
				
	MI_CLAIM_AMT	  	Amount of Mortgage Insurance Claim Filed	  	 	  	No commas(,) or dollar signs ($)
				
	MI_CLAIM_PAID_DATE	  	Date Mortgage Insurance Company Disbursed Claim Payment	  	 	  	MM/DD/YYYY
				
	MI_CLAIM_AMT_PAID	  	Amount Mortgage Insurance Company Paid On Claim	  	2	  	No commas(,) or dollar signs ($)
				
	POOL_CLAIM_FILED_DATE	  	Date Claim Was Filed With Pool Insurance Company	  	 	  	MM/DD/YYYY
				
	POOL_CLAIM_AMT	  	Amount of Claim Filed With Pool Insurance Company	  	2	  	No commas(,) or dollar signs ($)
				
	POOL_CLAIM_PAID_DATE	  	Date Claim Was Settled and The Check Was Issued By The Pool Insurer	  	 	  	MM/DD/YYYY
				
	POOL_CLAIM_AMT_PAID	  	Amount Paid On Claim By Pool Insurance Company	  	2	  	No commas(,) or dollar signs ($)
				
	FHA_PART_A_CLAIM_FILED_DATE	  	Date FHA Part A Claim Was Filed With HUD	  	 	  	MM/DD/YYYY
				
	FHA_PART_A_CLAIM_AMT	  	Amount of FHA Part A Claim Filed	  	2	  	No commas(,) or dollar signs ($)
				
	FHA_PART_A_CLAIM_PAID_DATE	  	Date HUD Disbursed Part A Claim Payment	  	 	  	MM/DD/YYYY
				
	FHA_PART_A_CLAIM_PAID_AMT	  	Amount HUD Paid on Part A Claim	  	2	  	No commas(,) or dollar signs ($)
				
	FHA_PART_B_CLAIM_FILED_DATE	  	Date FHA Part B Claim Was Filed With HUD	  	 	  	MM/DD/YYYY
				
	FHA_PART_B_CLAIM_AMT	  	Amount of FHA Part B Claim Filed	  	2	  	No commas(,) or dollar signs ($)
				
	FHA_PART_B_CLAIM_PAID_DATE	  	Date HUD Disbursed Part B Claim Payment	  	 	  	MM/DD/YYYY
				
	FHA_PART_B_CLAIM_PAID_AMT	  	Amount HUD Paid on Part B Claim	  	2	  	No commas(,) or dollar signs ($)
				
	VA_CLAIM_FILED_DATE	  	Date VA Claim Was Filed With the Veterans Admin	  	 	  	MM/DD/YYYY
				
	VA_CLAIM_PAID_DATE	  	Date Veterans Admin. Disbursed VA Claim Payment	  	 	  	MM/DD/YYYY
				
	VA_CLAIM_PAID_AMT	  	Amount Veterans Admin. Paid on VA Claim	  	2	  	No commas(,) or dollar signs ($)

  

 E-2 








 Exhibit 2: Standard File Codes – Delinquency Reporting 
  
 The Loss Mit Type field should show the approved Loss Mitigation Code as
follows: 
  

	 	•	 	ASUM- Approved Assumption 

  

	 	•	 	BAP- Borrower Assistance Program 

  

	 	•	 	CO- Charge Off 

  

	 	•	 	DIL- Deed-in-Lieu 

  

	 	•	 	FFA- Formal Forbearance Agreement 

  

	 	•	 	MOD- Loan Modification 

  

	 	•	 	PRE- Pre-Sale 

  

	 	•	 	SS- Short Sale 

  

	 	•	 	MISC- Anything else approved by the PMI or Pool Insurer 

  
 NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file. 
  
 The Occupant Code field should show the current status of the property code as follows: 
  

	 	•	 	Mortgagor 

  

	 	•	 	Tenant 

  

	 	•	 	Unknown 

  

	 	•	 	Vacant 

  
 The Property Condition field should show the last reported condition of the property as follows: 
  

	 	•	 	Damaged 

  

	 	•	 	Excellent 

  

	 	•	 	Fair 

  

	 	•	 	Gone 

  

	 	•	 	Good 

  

	 	•	 	Poor 

  

	 	•	 	Special Hazard 

  

	 	•	 	Unknown 

  

 E-3 








 Exhibit 2: Standard File Codes – Delinquency Reporting, Continued 
  
 The FNMA Delinquent Reason Code field should show the Reason for Delinquency as
follows: 
  

			
	 Delinquency
Code

	  	 Delinquency Description


	 001
	  	FNMA-Death of principal mortgagor
	 002
	  	FNMA-Illness of principal mortgagor
	 003
	  	FNMA-Illness of mortgagor’s family member
	 004
	  	FNMA-Death of mortgagor’s family member
	 005
	  	FNMA-Marital difficulties
	 006
	  	FNMA-Curtailment of income
	 007
	  	FNMA-Excessive Obligation
	 008
	  	FNMA-Abandonment of property
	 009
	  	FNMA-Distant employee transfer
	 011
	  	FNMA-Property problem
	 012
	  	FNMA-Inability to sell property
	 013
	  	FNMA-Inability to rent property
	 014
	  	FNMA-Military Service
	 015
	  	FNMA-Other
	 016
	  	FNMA-Unemployment
	 017
	  	FNMA-Business failure
	 019
	  	FNMA-Casualty loss
	 022
	  	FNMA-Energy environment costs
	 023
	  	FNMA-Servicing problems
	 026
	  	FNMA-Payment adjustment
	 027
	  	FNMA-Payment dispute
	 029
	  	FNMA-Transfer of ownership pending
	 030
	  	FNMA-Fraud
	 031
	  	FNMA-Unable to contact borrower
	 INC
	  	FNMA-Incarceration

  

 E-4 








 Exhibit 2: Standard File Codes – Delinquency Reporting, Continued 
  
 The FNMA Delinquent Status Code field should show the Status of Default as
follows: 
  

			
	 Status Code

	  	 Status Description


	 09
	  	Forbearance
	 17
	  	Pre-foreclosure Sale Closing Plan Accepted
	 24
	  	Government Seizure
	 26
	  	Refinance
	 27
	  	Assumption
	 28
	  	Modification
	 29
	  	Charge-Off
	 30
	  	Third Party Sale
	 31
	  	Probate
	 32
	  	Military Indulgence
	 43
	  	Foreclosure Started
	 44
	  	Deed-in-Lieu Started
	 49
	  	Assignment Completed
	 61
	  	Second Lien Considerations
	 62
	  	Veteran’s Affairs-No Bid
	 63
	  	Veteran’s Affairs-Refund
	 64
	  	Veteran’s Affairs-Buydown
	 65
	  	Chapter 7 Bankruptcy
	 66
	  	Chapter 11 Bankruptcy
	 67
	  	Chapter 13 Bankruptcy

  

 E-5 








 EXHIBIT F 
  

Credit Reporting Procedure 
  
 “Full-file” reporting requires that the Servicer submit a monthly report to each of the credit repositories to describe the exact status for each Mortgage
Loan.1 The status reported generally should be the one in effect as of the last business day of each month.

  
 The Servicer may, however, use a slightly later cut-off date — for
example, at the and of the first week of a month — to assure that payment corrections, returned checks, and other adjustments related to the previous month’s activity can be appropriately reflected in their report for that month. Statuses
that must be reported for any given mortgage include the following: current, delinquent (30-, 60-, 90-days, etc.), foreclosed, and charged-off. (The credit repositories will provide the applicable codes for reporting these statuses to them.) A
listing of each of the major repositories to which “full-file” status reports must be sent is attached. 
  
 The Servicer is responsible for the complete and accurate reporting of mortgage status information to the repositories and for resolving any disputes that arise about the
information they report. The Servicer must respond promptly to any inquiries from mortgagors regarding specific mortgage status information about them that was reported to the credit repositories. 


	1	Based upon Fannie Mae Guide Announcement 95-19. 

  

 F-1 








 Major Credit Repositories 
  
 A “full-file” status report for each Mortgage Loan serviced for Fannie Mae must be sent to the following repositories each month:

  

			
	 Company

	  	 Telephone Number


	Equifax	  	Members that have an account number may call their local sales representative for all inquiries; lenders that need to set up an account should call (800) 685-5000 and select the customer
assistance option.
		
	Experian	  	Call (800) 831-5614 for all inquiries, current members should select option 3; lenders that need to set up an account should select Option 4.
		
	 Trans Union Corporation
 555 West Adams
 Chicago, Illinois 60661
	  	Call (312) 258-1818 to get the name of the local bureau to contact about setting up an account or obtaining other information.

  

 F-2 








 EXHIBIT 1122 
  
 Assessments of Compliance and Attestation Reports Servicing Criteria* 
  

																	
	 Reg. AB Item 1122(d) Servicing Criteria

	  	Depositor

	  	Seller

	  	Servicer

	 	Trustee

	 	Custodian

	 	Paying
Agent

	 	Master
Servicer

	 	Securities
Administrator


	 (1) General Servicing Considerations
	  	 	  	 	  	 	 	 	 	 	 	 	 	 	 	 
									
	 (i) monitoring performance or other triggers and events of default
	  	 	  	 	  	X	 	 	 	 	 	 	 	[X]	 	[X]
									
	 (ii) monitoring performance of vendors of activities outsourced
	  	 	  	 	  	X	 	 	 	 	 	 	 	 	 	 
									
	 (iii) maintenance of back-up servicer for pool assets
	  	 	  	 	  	[X]	 	 	 	 	 	 	 	[X]	 	[X]
									
	 (iv) fidelity bond and E&O policies in effect
	  	 	  	 	  	X	 	[X]	 	[X]	 	 	 	[X]	 	 
									
	 (2) Cash Collection and Administration
	  	 	  	 	  	 	 	 	 	 	 	 	 	 	 	 
									
	 (i) timing of deposits to custodial account
	  	 	  	 	  	X	 	 	 	 	 	[X]	 	[X]	 	[X]
									
	 (ii) wire transfers to investors by authorized personnel
	  	 	  	 	  	X	 	 	 	 	 	[X]	 	 	 	[X]



	*	The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim recitations of the servicing criteria. Refer to Regulation AB,
Item 1122 for a full description of servicing criteria. 

  

 1122-1 









																	
	 Reg. AB Item 1122(d) Servicing Criteria

	  	Depositor

	  	Seller

	  	Servicer

	 	Trustee

	  	Custodian

	 	Paying
Agent

	 	Master
Servicer

	 	Securities
Administrator


	 (iii) advances or guarantees made, reviewed and approved as required
	  	 	  	 	  	X	 	 	  	 	 	 	 	[X]	 	 
									
	 (iv) accounts maintained as required
	  	 	  	 	  	X	 	 	  	 	 	[X]	 	[X]	 	[X]
									
	 (v) accounts at federally insured depository institutions
	  	 	  	 	  	X	 	 	  	 	 	[X]	 	[X]	 	[X]
									
	 (vi) unissued checks safeguarded
	  	 	  	 	  	[X]	 	 	  	 	 	[X]	 	 	 	[X]
									
	 (vii) monthly reconciliations of accounts
	  	 	  	 	  	X	 	 	  	 	 	[X]	 	[X]	 	[X]
									
	 (3) Investor Remittances and Reporting
	  	 	  	 	  	 	 	 	  	 	 	 	 	 	 	 
									
	 (i) investor reports
	  	 	  	 	  	 	 	 	  	 	 	[X]	 	[X]	 	[X]
									
	 (ii) remittances
	  	 	  	 	  	[X]	 	 	  	 	 	[X]	 	 	 	[X]
									
	 (iii) proper posting of distributions
	  	 	  	 	  	[X]	 	 	  	 	 	[X]	 	 	 	[X]
									
	 (iv) reconciliation of remittances and payment statements
	  	 	  	 	  	 	 	 	  	 	 	[X]	 	[X]	 	[X]
									
	 (4) Pool Asset Administration
	  	 	  	 	  	 	 	 	  	 	 	 	 	 	 	 
									
	 (i) maintenance of pool collateral
	  	 	  	 	  	[X]	 	 	  	[X]	 	 	 	 	 	 

  

 1122-2 









																	
	 Reg. AB Item 1122(d) Servicing Criteria

	  	Depositor

	  	Seller

	  	Servicer

	 	Trustee

	 	Custodian

	 	Paying
Agent

	  	Master
Servicer

	 	Securities
Administrator


	 (ii) safeguarding of pool assets/documents
	  	 	  	 	  	X	 	X	 	X	 	 	  	 	 	 
									
	 (iii) additions, removals and substitutions of pool assets
	  	X	  	X	  	[X]	 	[X]	 	[X]	 	 	  	[X]	 	 
									
	 (iv) posting and allocation of pool asset payments to pool assets
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 
									
	 (v) reconciliation of servicer records
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 
									
	 (vi) modifications or other changes to terms of pool assets
	  	 	  	 	  	X	 	 	 	 	 	 	  	[X]	 	 
									
	 (vii) loss mitigation and recovery actions
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 
									
	 (viii) records regarding collection efforts
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 
									
	 (ix) adjustments to variable interest rates on pool assets
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 
									
	 (x) matters relating to funds held in trust for obligors
	  	 	  	 	  	X	 	 	 	 	 	 	  	 	 	 

  

 1122-3 









																	
	 Reg. AB Item 1122(d) Servicing Criteria

	  	Depositor

	 	Seller

	 	Servicer

	  	Trustee

	  	Custodian

	  	Paying
Agent

	 	Master
Servicer

	  	Securities
Administrator


	 (xi) payments made on behalf of obligors (such as for taxes or insurance)
	  	 	 	 	 	X	  	 	  	 	  	 	 	 	  	 
									
	 (xii) late payment penalties with respect to payments made on behalf of obligors
	  	 	 	 	 	X	  	 	  	 	  	 	 	 	  	 
									
	 (xiii) records with respect to payments made on behalf of obligors
	  	 	 	 	 	X	  	 	  	 	  	 	 	 	  	 
									
	 (xiv) recognition and recording of delinquencies, charge-offs and uncollectible accounts
	  	 	 	 	 	X	  	 	  	 	  	 	 	 	  	 
									
	 (xv) maintenance of external credit enhancement or other support
	  	[X]	 	[X]	 	 	  	 	  	 	  	[X]	 	 	  	[X]

  

 1122-4 








 EXHIBIT SOX 
  
 CERTIFICATE 
  
 This Certificate is given pursuant to that certain pooling and servicing agreement dated as of
                , with respect to FBR Securitization Trust 200    -  , Mortgage-Backed Certificates, Series
200    -   (the “Pooling and Servicing Agreement”). 
  
 I am the [title/office] of [Responsible Party] (the [“Company” or “Servicer”]) and, in such capacity, the officer in charge of the
[Company’s/Servicer’s] performance of the Servicing Criteria identified as the [Company’s/Servicer’s] responsibility on Exhibit 1122 to the Pooling and Servicing Agreement (the “Agreement”). I hereby certify as
follows (capitalized terms used and not otherwise defined herein have the meanings assigned in the Agreement): 
  
 1. I have reviewed the (a) Compliance Statement of the [Company/Servicer], (b) the Assessment of Compliance of the [Company/Servicer], (c) the related
Attestation Report, and (d) all other reports, data or information provided by the [Company/Servicer] to the Securities Administrator during the preceding calendar year relating to the performance of the [Company/Servicer] under the terms of the
Agreement (collectively, the “[Company/ Servicer] Information”); 
  
 2. Based on my knowledge, the [Company/Servicer] Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading as of the period covered by the [Company/Servicer] Information; 
  
 3. Based on my knowledge, all of the [Company/Servicer] Information required to be provided by the [Company/Servicer] under the Agreement has been
provided to the Securities Administrator; 
  
 4. I am responsible
for reviewing the activities performed by the [Company/Servicer] under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement, and except as disclosed in the Compliance Statement, the
Assessment of Compliance or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and 
  
 5. The Compliance Statement, the Assessment of Compliance and the Attestation Report required to be provided by the [Company/Servicer] pursuant to the
Agreement have been provided to the Securities Administrator. Any material instances of noncompliance described in such reports have been disclosed to the Securities Administrator. Any material instances of noncompliance with the Servicing Criteria
have been disclosed in such reports. 
  
 Date: ________________________

  

			
		
	 	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 SOX-1 








 EXHIBIT G - 1 
  
 Form of Class A Certificate 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN. 
  
 FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY. 
  

 G-1-1 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_ - _ 
 CLASS A-[ - ] 
  
 THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE. 
  

			
	 PASS-THROUGH RATE: [ - ]
	  	 CERTIFICATE PRINCIPAL BALANCE OF THE
 CLASS A-[ - ]
CERTIFICATES AS OF THE
 CLOSING DATE: $[ - ]

		
	 DATE OF POOLING AND
 SERVICING AGREEMENT:
 AS OF ___________________
	  	 MORTGAGE LOAN CUT-OFF
 DATE BALANCE: $[ - ]

		
	 CLOSING DATE: ___________________
	  	SERVICER: ___________________
		
	 FIRST DISTRIBUTION DATE: ___________________
	  	TRUSTEE: ___________________
		
	 PERCENTAGE INTEREST: [ - ]%
	  	CUSIP NO.: [ - ]
		
	 NO. 1
	  	 

  

 G-1-2 








 FBR SECURITIZATION TRUST 200_ -_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS A-[ - ] 
  
 evidencing a beneficial ownership interest in a Trust that consists primarily of a pool of Mortgage Loans (the “Mortgage Loans”) formed and sold by 

 
 FBR SECURITIZATION, INC. 
  
 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE UNDERWRITERS, THE
MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. UNLESS EXPRESSLY PROVIDED IN THE PROSPECTUS SUPPLEMENT, THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY PERSON.

  
 THIS CERTIFIES THAT: 
  
 Cede & Co. 
  
 is the registered owner of the Percentage Interest evidenced by this Certificate in the
Class A-[ - ] Certificates issued by FBR Securitization Trust 200_-_ (the “Trust”), which was created pursuant to a Pooling and Servicing Agreement, dated as of _______, ___ (the “Pooling and Servicing Agreement”) by and
among FBR Securitization, Inc., as depositor (the “Depositor”), MHC I, Inc., as seller (the “Seller”), _________, as trustee (the “Trustee”), __________, as servicer (the “Servicer”), and ______________, as
master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling
and Servicing Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound. 
  
 Distributions of principal of and interest on this Certificate (including the final distribution on this Certificate) will be made out of the Available
Funds, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the __ day of each month commencing in ________ or, if such __ day is not a Business Day, the Business Day immediately following (a
“Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such Distribution Date (the related “Record Date”). All sums distributed on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
  
 The Pass-Through Rate on the Class A-[ - ] Certificates for any Distribution Date will be equal to [ - ]. Principal and interest will be distributed
on this Certificate on any Distribution Date in the manner specified in the Pooling and Servicing Agreement. Distributions allocated to the Class A-[ - ] Certificates will be allocated among the Certificates of such Class pro rata 


  

 G-1-3 








 
based upon their respective Percentage Interests, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement. 
  
 This Certificate is one of a duly
authorized issue of Certificates designated as the FBR Securitization Trust 200_-_ Mortgage-Backed Certificates, Series 200_-_ (herein called the “Certificates”) and representing a Percentage Interest specified on the face hereof in the
Class A-[ ] Certificates. The Certificates are issued in six classes as set forth in the Pooling and Servicing Agreement. The Certificates evidence in the aggregate 100% of the beneficial ownership of the Trust. 
  
 Certain Realized Losses on and certain other shortfalls in respect of the
Mortgage Loans will be allocated on any Distribution Date to Holders of Class M Certificates by allocation to the related Certificates of an Applied Loss Amount in the manner set forth in the Pooling and Servicing Agreement. Applied Loss Amounts
will be allocated on each Distribution Date to the Class M Certificates in reverse order of their respective numerical Class designations until the respective Certificate Principal Balance of each such Class is reduced to zero. 
  
 The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account, the Custodial Account and related
accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of fees and expenses, including Advances made by the Servicer, and certain expenses and indemnities amounts incurred
with respect to the Mortgage Loans and administration of the Trust. 
  
 So long as this Certificate is registered in the name of a Depository or its nominee, the Securities Administrator shall make distributions on each Distribution Date to the Holder of such Certificate as of the related Record Date either
(i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five Business Days prior to
the related Record Date or (ii) by check mailed by first class mail to such Holder at the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Securities Administrator specified in the final distribution
notice to Certificateholders. 
  
 The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer and
the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer, with the consent of the Holders of a Majority of Interest
of each Class of Certificates (and in certain circumstances a higher percentage of such Voting Interests as specified in the Pooling and Servicing Agreement). Any such consent by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate 

  

 G-1-4 








 
issued upon the transfer or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. 
  
 As provided in the Pooling and Servicing Agreement and subject to any limitations on transfer of this Certificate by the Depository or its nominee and
certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the applicable Corporate Trust
Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by
an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. 
  
 Subject to the terms of the Pooling and Servicing Agreement, the Certificates of this Class will be registered as one or more certificates held by the
Depository or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of the Depository or its nominee in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. 

 
 As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, at the option of the Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon the surrender of the
Certificates to be exchanged at the office or agency of the Securities Administrator. No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 
  
 The Depositor, the Servicer, the Trustee, the Seller, the Master Servicer and the Securities Administrator and any agent of the Depositor, the Servicer,
the Master Servicer, the Securities Administrator or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, the Master Servicer, the
Securities Administrator, nor any such agent shall be affected by notice to the contrary. 
  
 The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon the earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties)
remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and (b) the later of (i) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of
all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to them. In no event shall the Trust continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to 

  

 G-1-5 








 
the Court of the St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and
Servicing Agreement, the Servicer may make an Clean-up Call or cause an Clean-up Call to be made pursuant to Section 13.1 of the Pooling and Servicing Agreement. 
  
 Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual or facsimile
signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

  
 The Securities Administrator has executed this Certificate on
behalf of the Trust not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-1-6 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	 Dated: ________________
	 	 	 	________________, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR
					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS A-[ - ] CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

									
	 	 	 	 	 ________________, AS SECURITIES ADMINISTRATOR

					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  

 G-1-7 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 ___________

       (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-1-8 








 FORM OF TRANSFER 
  

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE                               
                                        
                                        
                                        
                        
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (Please print or typewrite name and address of assignee) 
  
 the within
Certificate and does hereby irrevocably constitute and appoint ____________ (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises. 
  

					
			
	Dated: _________________	 	 	 	  


	 	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.

  

	
	
	  
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

  

 G-1-9 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to
                                        
    
                                        
                                        , for
the account of
                                        
                            , account number
                                        ,
or, if mailed by check, to
                                        
                . Applicable reports and statements should be mailed to
                                        
                                        
                                        
                . This information is provided by
                                        
                                    , the assignee named above, or
                                        
                            , as its agent. 
  

 G-1-10 








 EXHIBIT G-2 
  
 Form of Class M Certificate 
  

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THIS CERTIFICATE HAS NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY
BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR INDIRECT
BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) AND CERTAIN OTHER PROPERTY. 
  
 NONE OF THE CLASS [M- ]
CERTIFICATES ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975
OF THE CODE OR A GOVERNMENTAL PLAN (AS DEFINED IN ERISA), OR A CHURCH PLAN (AS DEFINED IN ERISA) OR OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION RULES OR
FIDUCIARY REQUIREMENTS OF ERISA OR THE CODE (EACH SUCH SIMILAR LAW, “SIMILAR LAW”) OR ANY PERSON INVESTING ASSETS OF A PLAN OR ARRANGEMENT DESCRIBED ABOVE (EACH, A “PLAN”) ON BEHALF OF SUCH PLAN UNLESS THE PURCHASE OR HOLDING OF
THE CERTIFICATES BY A PLAN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR VIOLATION OF SIMILAR LAW. EACH PURCHASER OF A CLASS [M- ] CERTIFICATE, OTHER 

  

 G-2-1 








 
THAN THE INITIAL PURCHASER OF THE CLASS [M-  ] CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED
EITHER THAT IT IS NOT A PLAN OR THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE (OR A VIOLATION OF SIMILAR LAW). 
  
 THE CLASS [M-  ] CERTIFICATES ARE SUBORDINATED TO THE CLASS A, [AND] CLASS
[M-  ] CERTIFICATES ISSUED BY THE TRUST DESCRIBED HEREIN TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 FBR SECURITIZATION TRUST 200  -   
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES
200  -   
 CLASS M-[1, 2] 
  
 THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE. 
  

			
	PASS-THROUGH RATE: [ - ]	 	 CERTIFICATE PRINCIPAL BALANCE OF THE
 CLASS
[M-  ] CERTIFICATES AS OF THE
 CLOSING DATE: $[ - ]

		
	 DATE OF POOLING AND
 SERVICING AGREEMENT:
 AS OF
                        
	 	 MORTGAGE LOAN CUT-OFF
 DATE BALANCE: $[ -
]

		
	CLOSING DATE:
                            	 	SERVICER:
                                
		
	FIRST DISTRIBUTION DATE:
                            	 	TRUSTEE:
                            
		
	PERCENTAGE INTEREST: [ - ]%	 	CUSIP NO.: [ - ]
		
	NO. 1	 	 

  

 G-2-2 








 FBR SECURITIZATION TRUST 200  -   
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES
200  -   
 CLASS M-[1, 2] 
  
 evidencing a beneficial ownership interest in a Trust, which Trust consists primarily of a pool of Mortgage Loans (the “Mortgage
Loans”) formed and sold by 
  
 FBR SECURITIZATION, INC.

  
 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
UNDERWRITERS, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. UNLESS EXPRESSLY PROVIDED IN THE PROSPECTUS SUPPLEMENT, THIS CERTIFICATE IS NOT INSURED OR GUARANTEED
BY ANY PERSON. 
  
 THIS CERTIFIES THAT: 
  
 Cede & Co. 
  
 is the registered owner of the Percentage Interest evidenced by this Certificate in the Class
[ - ] Certificates issued by FBR Securitization Trust 200  -   (the “Trust”), which was created pursuant to a Pooling and Servicing Agreement, dated as of
                             (the “Pooling and Servicing Agreement”) by and among FBR
Securitization, Inc., as depositor (the “Depositor”), MHC I, Inc. as seller (the “Seller”),
                            . as trustee (the “Trustee”),
                            , as servicer (the “Servicer”) and
                    , as master servicer (the “Master Servicer”) and as securities administrator (the “Securities
Administrator”), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound. 
  
 Distributions of principal of
and interest on this Certificate (including the final distribution on this Certificate) will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the
     day of each month commencing in                             
or, if such      day is not a Business Day, the Business Day immediately following (a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business
Day preceding such Distribution Date (the related “Record Date”). All sums distributed on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts. 
  
 The Pass-Through Rate on the Class
[M-  ] Certificates for any Distribution Date will be equal to [ - ]. Principal and interest will be distributed on this Certificate on any Distribution Date in the manner specified in the Pooling and Servicing Agreement. Distributions
allocated to the Class [M- ] Certificates will be allocated among the Certificates of such Class pro rata based upon their respective Percentage Interests, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. 
  
 This Certificate is
one of a duly authorized issue of Certificates designated as the FBR Securitization Trust 200  -  Mortgage-Backed Certificates, Series 200  -   (herein called the
“Certificates”) and representing a Percentage Interest specified on the face hereof in the Class M- [    ] Certificates. The Certificates are issued in six classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates evidence in the aggregate 100% of the beneficial ownership of the Trust. 
  

 G-2-3 








 The Class [M-  ] Certificates will be subordinated to the Class A [and] Class
[M-  ] Certificates, and the Class [ - ], Class C, Class P, Class R and Class RX Certificates will be subordinated to the Class M-1 and Class M-2 Certificates, in each case to the extent provided in the Pooling and Servicing Agreement.

  
 Certain Realized Losses on and certain other shortfalls in
respect of the Mortgage Loans will be allocated on any Distribution Date to Holders of Class M Certificates by allocation to the related Certificates of an Applied Loss Amount in the manner set forth in the Pooling and Servicing Agreement. Applied
Loss Amounts will be allocated on each Distribution Date to the Class M Certificates in reverse order of their respective numerical Class designations until the respective Certificate Principal Balance of each such Class is reduced to zero.

  
 The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account, the Custodial Account
and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of fees and expenses, including Advances made by the Servicer, and certain expenses and indemnities amounts
incurred with respect to the Mortgage Loans and administration of the Trust. 
  
 So long as this Certificate is registered in the name of a Depository or its nominee, the Securities Administrator shall make distributions on each Distribution Date to the Holder of such Certificate as of the related
Record Date either (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five
Business Days prior to the related Record Date or (ii) by check mailed by first class mail to such Holder at the address of such Certificateholder appearing in the Certificate Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Securities Administrator specified in the
final distribution notice to Certificateholders. 
  
 The Pooling
and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Trustee, the Master Servicer, the Securities Administrator and
the Seller, the Master Servicer, the Securities Administrator and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller and the Servicer, with the consent of the Holders of a
Majority of Interest of each Class of Certificates (and in certain circumstances a higher percentage of such Voting Interests as specified in the Pooling and Servicing Agreement). Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer or exchange hereof or in lieu herefor, regardless of whether notation of such consent is made upon this
Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. 
  

 G-2-4 








 As provided in the Pooling and Servicing Agreement and subject to any limitations on transfer of this
Certificate by the Depository or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the applicable Corporate Trust Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that purpose or such other locations, if any, provided in the Pooling and Servicing
Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. 
  
 Subject to the terms of the Pooling and Servicing Agreement, the Certificates of this Class will be registered as one or
more certificates held by the Depository or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of the Depository or its nominee in minimum denominations of $100,000 and integral multiples of $1
in excess thereof. 
  
 As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, at the option of the Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage
Interest upon the surrender of the Certificates to be exchanged at the office or agency of the Securities Administrator. No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 
  
 No transfer of all or any portion of the Class [M-    ] Certificates may be made to a proposed transferee that is an employee benefit
plan or other retirement arrangement that is subject to Title I of ERISA or Section 4975 of the Code or a governmental plan or church plan (each as defined in ERISA) that is subject to any federal, state or local law which is substantially
similar to the prohibited transaction rules or fiduciary requirements of ERISA or the Code (each, a “Similar Law”) or any person investing assets of a plan or arrangement described above (each a “Plan”) on behalf of such Plan,
unless the purchase or holding of all of any portion of such Certificates will not result in a non-exempt prohibited transaction under ERISA or the Code (or a violation of Similar Law). Each Beneficial Owner of this Certificate will be deemed to
have represented to the Securities Administrator and the Servicer, by virtue of its acquisition of a beneficial interest in this Certificate, either that it is not a Plan or that the purchase or holding of such beneficial interest in such
Certificate will not result in a non-exempt prohibited transaction under ERISA or the Code (or a violation of Similar Law). 
  
 The Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee and any agent of the Depositor, the Servicer, the Master
Servicer, the Securities Administrator and the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee nor any such agent shall be affected by notice to the contrary. 
  

 G-2-5 








 The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall
terminate upon the earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and (b) the later of
(i) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to them. In no event shall
the Trust continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of the St. James’s, living on the date
hereof and (ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and Servicing Agreement, the Servicer may make an Clean-up Call or cause an Clean-up Call to be made pursuant to Section 13.1 of the Pooling and
Servicing Agreement. 
  
 Unless the certificate of authentication
hereon has been executed by the Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 
  
 The Securities Administrator has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-2-6 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	 Dated:                         
	 	 	 	                        , NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR
					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS [M-  ]
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

			
	                             , AS SECURITIES ADMINISTRATOR

		
	BY:	 	 
	 	 	 AUTHORIZED OFFICER



  

 G-2-7 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 _____________
           (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-2-8 








 FORM OF TRANSFER 
  

			
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	
	 
		
	PLEASE INSERT SOCIAL SECURITY OR OTHER	  	 


			
	IDENTIFYING NUMBER OF ASSIGNEE	  	 
	
	 
	
	 
	 (Please print or typewrite name and address of assignee)
  
 the within Certificate and does hereby irrevocably constitute and appoint ______________________ (Attorney) to transfer the said Certificate
in the Certificate Register of the within-named Trust, with full power of substitution in the premises.


  

					
	Dated: ________________	 	 	 	  


	  	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.
			
	 	 	 	 	 
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.	 	 	 	 

  

 G-2-9 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to_________________________ ________________________________________, for the account of _______________________________, account number __________________, or, if mailed by check, to ____________________________. Applicable reports
and statements should be mailed to ____________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________________, as its agent.

  

 G-2-10 








 EXHIBIT G-3 
  
 Form of Class C Certificate 
  

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE
MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY. 
  
 THIS CLASS C CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS SERIES TO THE
EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 THIS CLASS C CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 THIS CLASS C CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 11.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN, COLLECTIVE INVESTMENT FUND (OR INSURANCE COMPANY GENERAL ACCOUNT) OR INDIVIDUAL RETIREMENT ACCOUNT THAT IS SUBJECT TO TITLE
I OF ERISA, THE CODE OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) (EACH, A “PLAN”) OR TO ANY PERSON ACTING DIRECTLY OR INDIRECTLY ON BEHALF OF A PLAN OR USING THE ASSETS OF A PLAN WILL BE REGISTERED
EXCEPT AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT. 
  

 G-3-1 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS C 
  
 THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE. 
  

					
	 DATE OF POOLING AND
 SERVICING AGREEMENT:
 AS OF ____________________
	 	 	 	 CERTIFICATE PRINCIPAL BALANCE OF THE
 CLASS C
CERTIFICATES AS OF THE CLOSING
 DATE: $[ - ]

			
	 CLOSING DATE: __________________
	 	 	 	 MORTGAGE LOAN CUT-OFF
 DATE BALANCE: $[ - ]

			
	 FIRST DISTRIBUTION DATE: _______________________
	 	 	 	 SERVICER: __________________

			
	 PERCENTAGE INTEREST: [ - ]%
	 	 	 	 TRUSTEE: __________________

			
	 NO. 1
	 	 	 	 CUSIP NO.: [ - ]


  

 G-3-2 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS C 
  
 evidencing a beneficial ownership interest in a Trust Fund consisting primarily of a pool of mortgage loans (the “Mortgage Loans”) formed and sold by 
  
 FBR SECURITIZATION, INC. 
  
 THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY PERSON. 
  
 THIS CERTIFIES THAT: 
  
 [ - ] 
  
 is the registered owner of a Percentage Interest set forth above in that certain beneficial ownership interest evidenced by all the Class C Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Pooling and Servicing Agreement”) by and among FBR Securitization, Inc., as depositor (the “Depositor”), MHC I, Inc. and as Seller (the “Seller”), ________________, as trustee
(the “Trustee”), ________________, as servicer (the “Servicer”) and ________________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. 

 
 Distributions of principal of and interest (based on a notional amount) on
this Certificate (including the final distribution on this Certificate) will be made out of the Available Funds, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the __ day of each month commencing in
________ or, if such __ day is not a Business Day, the Business Day immediately following (a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such
Distribution Date (the related “Record Date”). All sums distributed on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private
debts. 
  
 This Certificate is one of a duly authorized issue of
Certificates designated as FBR Securitization Trust 200_-_ Mortgage-Backed Certificates, of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified on the face hereof.
Distributions allocated to the Class C Certificates will be allocated among the 

  

 G-3-3 








 
Certificates of such Class pro rata based upon their respective Percentage Interests with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement. 
  
 The Class
C Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Distribution Account, the Custodial Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of fees and expenses, including
Advances made by the Servicer, and certain expenses and indemnities amounts incurred with respect to the Mortgage Loans and administration of the Trust. 
  
 The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller,
the Master Servicer, the Securities Administrator and the Servicer, with the consent of the Holders of a Majority of Interest of each Class of Certificates (and in certain circumstances a higher percentage of such Voting Interests as specified in
the Pooling and Servicing Agreement). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer or exchange
hereof or in lieu herefor, regardless of whether notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates. 
  
 As provided in the Pooling and
Servicing Agreement and subject to any limitations on transfer of this Certificate by the Depository or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of transfer at the applicable Corporate Trust Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that
purpose or such other locations, if any, provided in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities
Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or
transferees. 
  
 The Certificates are issuable in fully registered
form only without coupons in Classes and denominations representing Percentage Interests specified in the Pooling and Servicing Agreement. 
  
 As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, at the option of the Certificateholder,
Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon the surrender of the Certificates to be exchanged at the office or agency 

  

 G-3-4 








 
of the Securities Administrator. No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 
  
 No transfer of any Class C Certificates shall be made unless that transfer is made pursuant to an effective registration
statement under the Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification and in each case, in accordance with Section 11.2
of the Pooling and Servicing Agreement. In the event that a transfer is to be made without registration or qualification under the Act and applicable state securities laws, the Securities Administrator shall not register such transfer unless and
until the prospective transferee provides the Securities Administrator with the certifications and opinions required by Section 11.2 of the Pooling and Servicing Agreement. Any such Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable
state securities laws or is not made in accordance with such federal and state laws. 
  
 Further, except for certain transfers identified in Section 11.2 of the Pooling and Servicing Agreement, no transfer of a Class C Certificate shall be made unless and until the prospective transferee provides the
Securities Administrator with a properly executed and completed Benefit Plan Affidavit (or a Benefit Plan Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (or Opinion, if required) shall not be obtained at the expense of
the Trustee, the Depositor, the Master Servicer, the Securities Administrator or the Servicer. Notwithstanding anything herein to the contrary, any purported transfer of a Class C Certificate to or on behalf of a Plan (as defined in the Benefit Plan
Affidavit) or any person acting, directly or indirectly, on behalf of a Plan or investing assets of a Plan without delivery of a Benefit Plan Opinion shall be null and void. 
  
 The Depositor, the Servicer, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Originator
and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Master Servicer, the Securities
Administrator, the Trustee, nor any such agent shall be affected by notice to the contrary. 
  
 The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon the earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties)
remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and (b) the later of (i) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of
all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to them. In no event shall the Trust continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of the St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and Servicing Agreement,
the Servicer may make a 

  

 G-3-5 








 
Clean-up Call or cause a Clean-up Call to be made pursuant to Section 13.1 of the Pooling and Servicing Agreement. 
  
 Unless the certificate of authentication hereon has been executed by the
Securities Administrator, by manual or facsimile signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 
  
 The Securities Administrator has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-3-6 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	 Dated: __________
	 	 	 	 _______________________, NOT IN ITS
 INDIVIDUAL CAPACITY, BUT SOLELY AS
 SECURITIES ADMINISTRATOR

					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS C CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

									
	 	 	 	 	_______________________, AS SECURITIES ADMINISTRATOR
					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  

 G-3-7 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 ________________
 (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-3-8 








 FORM OF TRANSFER 
  

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE                               
                                        
                                        
                                        
                       
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (Please print or typewrite name and address of assignee) 
  
 the within
Certificate and does hereby irrevocably constitute and appoint ____________ (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises. 
  

					
			
	Dated: _________________	 	 	 	  


	 	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.

  

	
	
	  
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

  

 G-3-9 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to_________________________ ________________________________________, for the account of _______________________________, account number __________________, or, if mailed by check, to ____________________________. Applicable reports
and statements should be mailed to ____________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________________, as its agent.

  

 G-3-10 








 EXHIBIT G-4 
  
 Form of Class P Certificate 
  

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY. 
  
 THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 11.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN, COLLECTIVE INVESTMENT FUND (OR INSURANCE COMPANY GENERAL ACCOUNT) OR INDIVIDUAL RETIREMENT ACCOUNT THAT IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THE CODE OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR OTHER EMPLOYEE BENEFIT PLAN
OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) (EACH, A “PLAN”) OR TO ANY PERSON ACTING, DIRECTLY OR
INDIRECTLY ON BEHALF OF A PLAN OR USING THE ASSETS OF A PLAN WILL BE REGISTERED EXCEPT AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT. 
  

 G-4-1 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_, CLASS P 
  
 THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME
WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE. 
  

			
	 DATE OF POOLING AND
 SERVICING AGREEMENT:
 AS OF
___________________
	  	CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS P CERTIFICATES AS OF THE CLOSING
DATE: $[ - ]
		
	 CLOSING DATE: ___________________
	  	 MORTGAGE LOAN CUT-OFF

 DATE BALANCE: $[ - ]

		
	 FIRST DISTRIBUTION DATE: ___________________
	  	SERVICER: ___________________
		
	 PERCENTAGE INTEREST: [ - ]%
	  	TRUSTEE: ___________________
		
	 NO. 1
	  	CUSIP NO.: [ - ]

  

 G-4-2 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_, CLASS P 
  
 evidencing a beneficial ownership interest in a Trust Fund consisting primarily of a pool of
conventional fixed-rate one- to four-family first lien mortgage loans formed and sold by 
  
 FBR SECURITIZATION, INC. 
  
 THIS CERTIFICATE DOES
NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY PERSON.

  
 THIS CERTIFIES THAT: 
  
 [ - ] 
  
 is the registered owner of a Percentage Interest set forth above in that certain beneficial ownership interest evidenced by
all the Class P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”) by and among FBR Securitization, Inc., as depositor (the
“Depositor”), MHC I, Inc., as Seller (the “Seller”), ________________, as trustee (the “Trustee”), ________________, as servicer (the “Servicer”), and ________________ and as master servicer (the “Master
Servicer”) and as securities administrator (the “Securities Administrator”) a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. 
  
 Distributions of principal of this Certificate (including the final distribution on this Certificate) and any other amounts required to be distributed to the Holders of Class P Certificates on such Distribution Date
pursuant to the Pooling and Servicing Agreement will be made out of the Available Funds, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the __ day of each month commencing in ________ or, if such __
day is not a Business Day, the Business Day immediately following (a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such Distribution Date (the
related “Record Date”). All sums distributed on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
  
 This Certificate is one of a duly authorized issue of Certificates designated
as FBR Securitization Trust 200_-_ Mortgage-Backed Certificates, of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified on the face hereof. Distributions allocated
to the Class P Certificates will be allocated among the Certificates of such Class pro rata based upon their respective Percentage Interests with a final 

  

 G-4-3 








 
distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. 
  
 The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account, the Custodial Account and
related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of fees and expenses, including Advances made by the Servicer, and certain expenses and indemnities amounts
incurred with respect to the Mortgage Loans and administration of the Trust. 
  
 The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee, the Seller, the Master
Servicer, the Securities Administrator and the Servicer and the rights of the Holders under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the
Servicer, with the consent of the Holders of a Majority of Interest of each Class of Certificates (and in certain circumstances a higher percentage of such Voting Interests as specified in the Pooling and Servicing Agreement). Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer or exchange hereof or in lieu herefor, regardless of whether notation of
such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. 
  
 As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by the Depository or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the applicable Corporate Trust Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that purpose or such other locations, if any, provided
in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or
such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. 
  
 The Certificates are issuable in fully registered form only without coupons
in Classes and denominations representing Percentage Interests specified in the Pooling and Servicing Agreement. 
  
 As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, at the option of the Certificateholder,
Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon the surrender of the Certificates to be exchanged at the office or agency of the Securities
Administrator. No service charge will be made for any such registration of 

  

 G-4-4 








 
transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates. 
  
 No transfer of any Class P Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification and in each case, in accordance with Section 11.2 of the Pooling and Servicing Agreement. In the event that a transfer is to be made without registration or qualification
under the Act and applicable state securities laws, the Securities Administrator shall not register such transfer unless and until the prospective transferee provides the Securities Administrator with the certifications and opinions required by
Section 11.2 of the Pooling and Servicing Agreement. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the
Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. 
  
 Further, except for certain transfers identified in Section 11.2 of the
Pooling and Servicing Agreement, no transfer of a Class P Certificate shall be made unless and until the prospective transferee provides the Securities Administrator with a properly executed and completed Benefit Plan Affidavit (or a Benefit Plan
Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit (or Opinion, if required) shall not be obtained at the expense of the Trustee, the Depositor, the Servicer, the Master Servicer or the Securities Administrator.
Notwithstanding anything herein to the contrary, any purported transfer of a Class P Certificate to or on behalf of a Plan (as defined in the Benefit Plan Affidavit) or any person acting, directly or indirectly, on behalf of a Plan or investing
assets of a Plan without delivery of a Benefit Plan Opinion shall be null and void. 
  
 The Depositor, the Servicer, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Originator and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer, the Trustee, nor any such agent shall be affected by notice to the contrary. 
  
 The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon the
earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and (b) the later of (i) the maturity or
other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to them. In no event shall the Trust continue
beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of the St. James’s, living on the date hereof and
(ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and Servicing Agreement, the Servicer may make an Clean-up Call or cause an Clean-up Call to be made pursuant to Section 13.1 of the Pooling and Servicing
Agreement. 
  

 G-4-5 








 Unless the certificate of authentication hereon has been executed by the Trustee, by manual or facsimile
signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

  
 The Securities Administrator has executed this Certificate on
behalf of the Trust not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-4-6 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	Dated: _____________	 	 	 	_____________, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR
				
	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	AUTHORIZED OFFICER

  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS P CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

			
	_____________, AS SECURITIES ADMINISTRATOR
		
	BY:	 	 
	 	 	AUTHORIZED OFFICER


  

 G-4-7 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 __________

     (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-4-8 








 FORM OF TRANSFER 
  

			
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	  	 


			
		
	PLEASE INSERT SOCIAL SECURITY OR OTHER	  	 


			
	IDENTIFYING NUMBER OF ASSIGNEE	  	 
	
	 
	
	 
	 (Please print or typewrite name and address of assignee)
  
 the within Certificate and does hereby irrevocably constitute and appoint _______________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises.


  

					
	 Dated:_______________________
	 	 	 	  


	  	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.

  

	
	
	 
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.

  

 G-4-9 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to_________________________ ________________________________________, for the account of _______________________________, account number __________________, or, if mailed by check, to ____________________________. Applicable reports
and statements should be mailed to ____________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________________, as its agent.

  

 G-4-10 








 EXHIBIT G-5 
  
 Form of Class R Certificate 
  

THE CLASS R CERTIFICATES ARE SUBORDINATED TO THE OTHER CLASSES OF THE CERTIFICATES ISSUED BY THE TRUST DESCRIBED HEREIN TO THE EXTENT DESCRIBED
HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE SECURITIES ADMINISTRATOR SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF DEMONSTRATING COMPLIANCE WITH
APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN CIRCUMSTANCES, THE SECURITIES ADMINISTRATOR MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE TRUSTEE, THE
SECURITIES ADMINISTRATOR, THE DEPOSITOR AND THE SERVICER A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, AND AN AFFIDAVIT RELATING TO VARIOUS ERISA MATTERS (AND AN OPINION
OF COUNSEL AS TO ERISA MATTERS IF REQUIRED UNDER SUCH AFFIDAVIT), ALL AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH
GENERALLY INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R CERTIFICATE. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE
FULLY HEREIN. 
  
 NO TRANSFER OF THIS CERTIFICATE TO AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN, COLLECTIVE INVESTMENT FUND (OR INSURANCE COMPANY GENERAL ACCOUNT) OR INDIVIDUAL RETIREMENT ACCOUNT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THE CODE OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS 

  

 G-5-1 








 
SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) (EACH, A “PLAN”) OR TO ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY ON BEHALF OF A PLAN OR USING THE ASSETS OF A PLAN WILL BE REGISTERED EXCEPT AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT. 
  
 THE HOLDER OF THIS RESIDUAL CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL OR INTEREST. 
  

 G-5-2 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS R CERTIFICATE 
  
 THIS CLASS R CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A REMIC RESIDUAL INTEREST IN EACH OF TWO REMICS UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED. 
  

			
	 DATE OF POOLING AND
	  	MORTGAGE LOAN CUT-OFF
		
	 SERVICING AGREEMENT:
	  	DATE BALANCE: $[ - ]
		
	 AS OF _________________________
	  	 
		
	 CLOSING DATE: _____________________
	  	SERVICER: ________________________
		
	 PERCENTAGE INTEREST: [ - ]%
	  	TRUSTEE: _________________________
		
	 NO. 1
	  	 

  

 G-5-3 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS R 
  
 evidencing a beneficial ownership interest in a Trust that consists primarily of a pool of Mortgage Loans (the “Mortgage Loans”) formed and sold by 
  
 FBR SECURITIZATION, INC. 
  
 THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY PERSON. 
  
 THIS CERTIFIES THAT: 
  
 [ - ] 
  
 is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by FBR Securitization Trust 200_-_ (the “Trust”), which was created pursuant to a Pooling
and Servicing Agreement, dated as of ________________ (the “Pooling and Servicing Agreement”) by and among FBR Securitization, Inc., as depositor (the “Depositor”), MHC I, Inc., as seller (the “Seller”),
________________, as trustee (the “Trustee”), ________________, as servicer (the “Servicer”) and ________________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities
Administrator”), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound. 
  
 The Holder of this Certificate
will not be entitled to any scheduled distributions of principal or interest. Distributions on this Certificate, if any (including the final distribution on this Certificate), will be made on the __ day of each month commencing in ________________
or, if such __ day is not a Business Day, the Business Day immediately following (a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such Distribution
Date (the related “Record Date”). All sums distributed on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

  
 Distributions, if any, will be made to the Holders of the
Class R Certificates as described in the Pooling and Servicing Agreement. Distributions allocated to the Class R Certificates will be allocated among the Certificates of such Class pro rata based upon their respective Percentage Interests,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. 
  

 G-5-4 








 This Certificate is one of a duly authorized issue of Certificates designated as the FBR Securitization
Trust 200_-_ Mortgage-Backed Certificates, Series 200_-_ (herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are issued in nineteen classes
as specifically set forth in the Pooling and Servicing Agreement. The Class R Certificates are sometimes referred to as the “Residual Certificates.” The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust. 
  
 The Class R Certificates will be subordinated to the
Certificates of all other Classes (other than the Class RX Certificates) to the extent provided in the Pooling and Servicing Agreement. 
  
 The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account, the Custodial Account and related accounts shall be made from time to time for purposes other than distributions
to Holders, such purposes including reimbursement of fees and expenses, including Advances made by the Servicer, and certain expenses and indemnities amounts incurred with respect to the Mortgage Loans and administration of the Trust. 
  
 An election will be made to treat certain of the assets assigned to the Trust
as two separate real estate mortgage investment conduits (“REMICs”) under the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the elections are made properly and that certain qualification requirements
concerning the Mortgage Loans and the Certificates are met, the Holder of this Certificate will be treated for federal income tax purposes as the beneficial owner of a “residual interest” in each of the two REMICs, as described in the
Pooling and Servicing Agreement. Accordingly, the Holder of this Class R Certificate will be taxed on its pro rata share of each such REMIC’s taxable income or net loss. The requirement that the Holder of this Class R Certificate report
its pro rata share of such income or loss will continue until there are no Certificates of any Class outstanding. 
  
 By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in
particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of each REMIC and (ii) refrain from taking any action that could endanger such
status. 
  
 The Pooling and Servicing Agreement permits, with
certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer and the rights of the Holders
under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer, with the consent of the Holders of Certificates evidencing at least a majority of
the Voting Interests of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Interests as specified in the Pooling and Servicing Agreement). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder 

  

 G-5-5 








 
and upon all future Holders of this Certificate and of any Certificate issued upon the transfer or exchange hereof or in lieu herefor, regardless of whether
notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. 
  
 As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by the Depository or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the applicable Corporate Trust Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that purpose or such other locations, if any, provided
in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or
such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. 
  
 The Certificates of this Class are issuable in fully-registered, certificated
form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 
  
 As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by
the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates. 
  
 No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification and in each case, in accordance with Section 11.2 of the Pooling and Servicing Agreement. In the event that a transfer is to be made without registration or qualification
under the Act and applicable state securities laws, the Securities Administrator shall not register such transfer unless and until the prospective transferee provides the Securities Administrator with the certifications and opinions required by
Section 11.2 of the Pooling and Servicing Agreement. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the
Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. 
  
 Further, no transfer of a Class R Certificate shall be made unless and until
the prospective transferee provides the Securities Administrator with a properly executed and completed Benefit Plan Affidavit in accordance with Section 11.2(c) of the Pooling and Servicing Agreement. 
  
 The Holder of this Certificate, by its acceptance hereof, shall be deemed for
all purposes to have consented to the provisions of Section 11.2(f) of the Pooling and Servicing Agreement, 

  

 G-5-6 








 
including the requirement that any transferee of this Certificate provide a properly executed Residual Transferee Affidavit and Residual Transferee Agreement
prior to transfer, and to any amendment of the Pooling and Servicing Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not
cause any Trust REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the Trust. 
  
 If a tax or a reporting cost is borne by any REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation
of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Securities Administrator shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or
beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the Servicer, any REMIC
or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. 
  
 The Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee and any agent of the Depositor, the Servicer, the Master
Servicer, the Securities Administrator and the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicer, the Master Servicer, the Securities Administrator
and the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 The obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate upon the earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties)
remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and (b) the later of (i) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of
all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to them. In no event shall the Trust continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of the St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and Servicing Agreement,
the Servicer may make an Clean-up Call or cause an Clean-up Call to be made pursuant to Section 13.1 of the Pooling and Servicing Agreement. 
  
 Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not
represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

  
 This Class R Certificate is a security governed by Article 8
of the Uniform Commercial Code. 
  

 G-5-7 








 The Securities Administrator has executed this Certificate on behalf of the Trust not in its individual
capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-5-8 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	 Dated: _____________________
	 	 	 	 ____________, NOT IN ITS INDIVIDUAL
 CAPACITY, BUT SOLELY AS SECURITIES
 ADMINISTRATOR

					
	 	 	 	 	 	 	 BY:
	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS R CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

			
	____________, AS SECURITIES ADMINISTRATOR
		
	BY:	 	 
	 	 	 AUTHORIZED OFFICER



  

 G-5-9 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 ____________
        (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-5-10 








 FORM OF TRANSFER 
  

			
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	 	 
	
	 PLEASE INSERT SOCIAL SECURITY OR OTHER

	 IDENTIFYING NUMBER OF ASSIGNEE 
	 	 
		
	 	 	 
		
	 	 	 
	(Please print or typewrite name and address of assignee)

  
 the within Certificate and does hereby
irrevocably constitute and appoint ____________ (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises. 
  

					
	 	 	 	 	 
			
	 Dated:
                                       
 
	 	 	 	  


	 	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.

  

	
	
	  
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

  

 G-5-11 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to_________________________ ________________________________________, for the account of _______________________________, account number __________________, or, if mailed by check, to ____________________________. Applicable reports
and statements should be mailed to ____________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________________, as its agent.

  

 G-5-12 








 EXHIBIT G-6 
  
 Form of Class RX Certificate 
  

THE CLASS RX CERTIFICATES ARE SUBORDINATED TO THE OTHER CLASSES OF THE CERTIFICATES ISSUED BY THE TRUST DESCRIBED HEREIN TO THE EXTENT DESCRIBED
HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
  
 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE SECURITIES ADMINISTRATOR SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF DEMONSTRATING COMPLIANCE WITH
APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN CIRCUMSTANCES, THE SECURITIES ADMINISTRATOR MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE TRUSTEE, THE
SECURITIES ADMINISTRATOR, THE DEPOSITOR AND THE SERVICER A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS RX CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, AND AN AFFIDAVIT RELATING TO VARIOUS ERISA MATTERS (AND AN OPINION
OF COUNSEL AS TO ERISA MATTERS IF REQUIRED UNDER SUCH AFFIDAVIT), ALL AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS RX CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH
GENERALLY INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS RX CERTIFICATE. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED
MORE FULLY HEREIN. 
  
 NO TRANSFER OF THIS CERTIFICATE TO
AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN, COLLECTIVE INVESTMENT FUND (OR INSURANCE COMPANY GENERAL ACCOUNT) OR INDIVIDUAL RETIREMENT ACCOUNT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THE CODE OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS 

  

 G-6-1 








 
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”)
(EACH, A “PLAN”) OR TO ANY PERSON ACTING, DIRECTLY OR INDIRECTLY ON BEHALF OF A PLAN OR USING THE ASSETS OF A PLAN WILL BE REGISTERED EXCEPT AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT. 
  
 THE HOLDER OF THIS RESIDUAL CERTIFICATE IS NOT ENTITLED TO SCHEDULED
DISTRIBUTIONS OF PRINCIPAL OR INTEREST. 
  

 G-6-2 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS RX CERTIFICATE 
  
 THIS CLASS RX CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A REMIC RESIDUAL INTEREST IN EACH OF TWO REMICS UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED. 
  

					
	 DATE OF POOLING AND
	 	 	 	 MORTGAGE LOAN CUT-OFF

	 SERVICING AGREEMENT:
	 	 	 	 DATE BALANCE: $[ - ]

			
	 AS OF ___________________
	 	 	 	 
			
	 CLOSING DATE: ___________________
	 	 	 	 SERVICER: ___________________

			
	 PERCENTAGE INTEREST: [ - ]%
	 	 	 	 TRUSTEE: ___________________

			
	 NO. 1
	 	 	 	 

  

 G-6-3 








 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS RX 
  
 evidencing a beneficial ownership interest in a Trust that consists primarily of a pool of Mortgage Loans (the “Mortgage Loans”) formed and sold by 
  
 FBR SECURITIZATION, INC. 
  
 THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR, THE SERVICER, THE DEPOSITOR, THE SELLER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY ANY PERSON. 
  
 THIS CERTIFIES THAT: 
  
 [ - ] 
  
 is the registered owner of the Percentage Interest evidenced by this Certificate in the Class RX Certificates issued by FBR Securitization Trust 200_-_ (the “Trust”), which was created pursuant to a Pooling
and Servicing Agreement, dated as of ____________ (the “Pooling and Servicing Agreement”) by and among FBR Securitization, Inc., as depositor (the “Depositor”), MHC I, Inc., as seller (the “Seller”),
________________, as trustee (the “Trustee”), ____________, as servicer (the “Servicer”) and ____________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities
Administrator”), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound. 
  
 The Holder of this Certificate
will not be entitled to any scheduled distributions of principal or interest. Distributions on this Certificate, if any (including the final distribution on this Certificate), will be made on the __ day of each month commencing in ____________
or, if such __ day is not a Business Day, the Business Day immediately following (a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such
Distribution Date (the related “Record Date”). All sums distributed on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private
debts. 
  
 Distributions, if any, will be made to the Holders of
the Class RX Certificates as described in the Pooling and Servicing Agreement. Distributions allocated to the Class RX Certificates will be allocated among the Certificates of such Class pro rata based upon their respective Percentage
Interests, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. 
  

 G-6-4 








 This Certificate is one of a duly authorized issue of Certificates designated as the FBR Securitization
Trust 200_-_ Mortgage-Backed Certificates, Series 200_-_ (herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are issued in nineteen classes
as specifically set forth in the Pooling and Servicing Agreement. The Class RX Certificates are sometimes referred to as the “Residual Certificates.” The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust. 
  
 The Class RX Certificates will be subordinated to the
Certificates of all other Classes (other than the Class R Certificates) to the extent provided in the Pooling and Servicing Agreement. 
  
 The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account, the Custodial Account and related accounts shall be made from time to time for purposes other than distributions
to Holders, such purposes including reimbursement of fees and expenses, including Advances made by the Servicer, and certain expenses and indemnities amounts incurred with respect to the Mortgage Loans and administration of the Trust. 
  
 An election will be made to treat certain of the assets assigned to the Trust
as two separate real estate mortgage investment conduits (“REMICs”) under the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the elections are made properly and that certain qualification requirements
concerning the Mortgage Loans and the Certificates are met, the Holder of this Certificate will be treated for federal income tax purposes as the beneficial owner of a “residual interest” in each of the two REMICs, as described in the
Pooling and Servicing Agreement. Accordingly, the Holder of this Class RX Certificate will be taxed on its pro rata share of each such REMIC’s taxable income or net loss. The requirement that the Holder of this Class RX Certificate
report its pro rata share of such income or loss will continue until there are no Certificates of any Class outstanding. 
  
 By accepting this Certificate, the Holder of this Certificate agrees to be bound by all of the provisions of the Pooling and Servicing Agreement, and, in
particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of each REMIC and (ii) refrain from taking any action that could endanger such
status. 
  
 The Pooling and Servicing Agreement permits, with
certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer and the rights of the Holders
under the Pooling and Servicing Agreement at any time by the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the Servicer, with the consent of the Holders of Certificates evidencing at least a majority of
the Voting Interests of each Class affected by the proposed amendment (and in certain circumstances a higher percentage of such Voting Interests as specified in the Pooling and Servicing Agreement). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder 

  

 G-6-5 








 
and upon all future Holders of this Certificate and of any Certificate issued upon the transfer or exchange hereof or in lieu herefor, regardless of whether
notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. 
  
 As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by the Depository or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the applicable Corporate Trust Office of the Securities Administrator or such other offices or agencies appointed by the Securities Administrator for that purpose or such other locations, if any, provided
in the Pooling and Servicing Agreement, duly endorsed by, or accompanied by an assignment in the form attached hereto or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or
such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. 
  
 The Certificates of this Class are issuable in fully-registered, certificated
form without coupons in minimum Percentage Interests of 10% and integral multiples thereof. 
  
 As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by
the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates. 
  
 No transfer of any Class RX Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Act and effective registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification and in each case, in accordance with Section 11.2 of the Pooling and Servicing Agreement. In the event that a transfer is to be made without registration or qualification
under the Act and applicable state securities laws, the Securities Administrator shall not register such transfer unless and until the prospective transferee provides the Securities Administrator with the certifications and opinions required by
Section 11.2 of the Pooling and Servicing Agreement. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator and the
Servicer against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state securities laws or is not made in accordance with such federal and state laws. 
  
 Further, no transfer of a Class RX Certificate shall be made unless and until
the prospective transferee provides the Securities Administrator with a properly executed and completed Benefit Plan Affidavit in accordance with Section 11.2(c) of the Pooling and Servicing Agreement. 
  

 G-6-6 








 The Holder of this Certificate, by its acceptance hereof, shall be deemed for all purposes to have
consented to the provisions of Section 11.2(f) of the Pooling and Servicing Agreement, including the requirement that any transferee of this Certificate provide a properly executed Residual Transferee Affidavit and Residual Transferee Agreement
prior to transfer, and to any amendment of the Pooling and Servicing Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not
cause any Trust REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the Trust. 
  
 If a tax or a reporting cost is borne by any REMIC as a result of the transfer of a Class RX Certificate (or any beneficial interest therein) in violation
of the restrictions set forth herein and in the Pooling and Servicing Agreement, the Securities Administrator shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class RX Certificate (or
beneficial interest therein). In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor, the Trustee, the Servicer, the Master Servicer, the Securities Administrator, the
Trust, any REMIC or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost. 
  
 The Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee and any agent of the Depositor, the Servicer and the
Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicer and the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 The obligations created by the Pooling and Servicing Agreement and the Trust
created thereby shall terminate upon the earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund pursuant to the terms and conditions of the Pooling and Servicing Agreement and
(b) the later of (i) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts to be distributed to
them. In no event shall the Trust continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of the St.
James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. Pursuant to the terms of the Pooling and Servicing Agreement, the Servicer may make an Clean-up Call or cause an Clean-up Call to be made pursuant to
Section 13.1 of the Pooling and Servicing Agreement. 
  
 Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not represent entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. 
  
 THIS CERTIFICATE AND THE POOLING AND
SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 
  

 G-6-7 








 This Class RX Certificate is a security governed by Article 8 of the Uniform Commercial Code. 

 
 The Securities Administrator has executed this Certificate on behalf of
the Trust not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement. 
  

 G-6-8 








 IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed under
its official seal. 
  

									
	 Dated: ________________
	 	 	 	________________, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR
					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  
 CERTIFICATE OF
AUTHENTICATION 
  
 THIS IS ONE OF THE CLASS RX CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 
  

									
	 	 	 	 	________________, AS SECURITIES ADMINISTRATOR
					
	 	 	 	 	 	 	BY:	 	 
	 	 	 	 	 	 	 	 	 AUTHORIZED OFFICER


  

 G-6-9 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

											
	TEN COM	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT	  	-	  	 Custodian
 (Cust) (Minor)
 under Uniform Gifts
 to Minors Act
 _______________
             (State)

	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	 	  
	JT TEN	  	-	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	 	  

  
 Additional
abbreviations may also be used though not in the above list. 
  

 G-6-10 








 FORM OF TRANSFER 
  

			
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 


			
	PLEASE INSERT SOCIAL SECURITY OR OTHER	  	 


			
	IDENTIFYING NUMBER OF ASSIGNEE	  	 
	
	 
	
	 
	(Please print or typewrite name and address of assignee)


							
	
	the within Certificate and does hereby irrevocably constitute and appoint ___________________ (Attorney) to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.

  

					
			
	Dated: ________________	 	 	 	  


	  	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change
whatever.
			
	 	 	 	 	 
	SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.	 	 	 	 

  

 G-6-11 








 DISTRIBUTION INSTRUCTIONS 
  
 The assignee should include the following for purposes of distribution: 
  
 Distributions shall be made, by wire transfer or otherwise, in immediately
available funds, to_________________________ ________________________________________, for the account of _______________________________, account number __________________, or, if mailed by check, to ____________________________. Applicable reports
and statements should be mailed to ____________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________________, as its agent.

  

 G-12 








 EXHIBIT H 
  

Form of Transferor Certificate 
  

	
	
	 
	Date


  

	Re:	FBR SECURITIZATION TRUST 200_-_ 

 MORTGAGE-BACKED
CERTIFICATES, SERIES 200_-_ 
 CLASS [ - ] CERTIFICATES 
  
 Ladies and Gentlemen: 
  
 In connection with our disposition of the FBR Securitization Trust 200_-_ Mortgage-Backed Certificates, Series 200_-_ (the “Certificates”), we
certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of
the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of the Class [R][RX] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of
the proposed disposition of the Class [R][RX] Certificate is to impede the assessment or collection of tax. 
  

			
	Very truly yours,
		
	 [ - ]
	 	 
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 H-1 








 EXHIBIT I-1 
  
 Form of Non-Rule 144A Investment Letter 
  
 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS [    ] 
  
 _________________ 
 (DATE) 
  
 FBR Securitization, Inc., as Depositor 
 1001
Nineteenth Street North 
 Arlington, Virginia 22209 
 Attention:
Michael Warden 
  
 ________________, as Servicer

 ________________ 
 ________________ 
  
 Attention: ________________

  
 ________________, as Trustee 
 ________________ 
 ________________ 
  
 Attention: ________________ 
  
 Ladies and Gentlemen: 
  
 In connection with the purchase on the date hereof of the captioned securities (the “Purchased Securities”), the
undersigned (the “Transferee”) hereby certifies and covenants to the transferor, the Depositor, the Servicer, the Master Servicer, the Securities Administrator, the Trustee and the Trust as follows: 
  
 (a) Representations and Warranties. The Transferee represents and warrants:

  
 (1) The Transferee is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Transferee is organized, is authorized to invest in the Purchased Securities and to enter into this Agreement, and has duly executed and delivered this Agreement. 
  
 (2) The Transferee is acquiring the Purchased Securities for its own account
as principal and not with a view to the distribution of the Purchased Securities, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the “Act”). 
  
 (3) The Transferee is an “Accredited Investor” as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Act. 
  

 I-1 








 (4) The Transferee has knowledge in financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Securities; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic
risk of an investment in the Purchased Securities and can afford a complete loss of such investment; 
  
 (5) The Transferee confirms that the Depositor has made available to the Transferee the opportunity to ask questions of, and receive answers from, the
Depositor concerning the Depositor, the Trust, the purchase by the Transferee of the Purchased Securities and all matters relating thereto, and to obtain additional information relating thereto that the Depositor possesses or can acquire without
unreasonable effort or expense. 
  
 (b) Covenants. The Transferee
covenants: 
  
 (1) The Transferee will not make a public offering
of the Purchased Securities, and will not reoffer or resell the Purchased Securities in a manner that would render the issuance and sale of the Purchased Securities, whether considered together with the resale or otherwise, a violation of the Act,
or any state securities or “Blue Sky” laws or require registration pursuant thereto; 
  
 (2) The Transferee agrees that, in its capacity as holder of the Purchased Securities, it will assert no claim or interest in the Mortgage Loans by reason of owning the Purchased Securities other than with respect to
amounts that may be properly and actually payable to the Transferee pursuant to the terms of the Pooling and Servicing Agreement and the securities; and 
  
 (3) If applicable, the Transferee will comply in all material respects with respect to the Purchased Securities with applicable regulatory guidelines
relating to the ownership of mortgage derivative products. 
  
 (c) Transfer
Restrictions. 
  
 (1) The Transferee understands that the
Purchased Securities have not been registered under the Act or registered or qualified under any state securities laws and that no transfer may be made unless the Purchased Securities are registered under the Act and under applicable state law or
unless an exemption from such registration is available. If so requested by the Servicer or the Trustee, the Transferee and the transferor shall certify to the Depositor, the Servicer and the Trustee as to the factual basis for the registration or
qualification exemption relied upon. The Transferee further understands that neither the Depositor, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Securities or make an exemption from such registration
available. 
  

 I-2 








 (2) Any Securityholder desiring to effect a transfer shall, and does hereby agree to, indemnify the
Depositor, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws. 
  

(3) The transfer of the Securities may be subject to additional restrictions, as set forth in Section 11.2 of the Pooling and Servicing Agreement.

  
 All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of [ - ], by and among FBR Securitization, Inc., as Depositor, MHC I, Inc., as Seller, ________________, as Trustee, ________________, as Servicer, and
________________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), pursuant to which the Purchased Securities were issued. 
  
 IN WITNESS WHEREOF, the undersigned has caused this Investment Letter to be
executed by its duly authorized representative as of the day and year first above written. 
  

			
	 [TRANSFEREE]

		
	By:	 	 
	Name:	 	 
	 Title:
	 	 


  

 I-3 








 EXHIBIT I-2 
  
 Form of Rule 144A Investment Letter 
  
 FBR SECURITIZATION TRUST 200_-_ 
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200_-_ 
 CLASS [    ] 
  
 _________________ 
 (DATE) 
  
 FBR Securitization, Inc., as Depositor 
 1001
Nineteenth Street North 
 Arlington, Virginia 22209 
 Attention:
Michael Warden 
  
 ________________, as Servicer 
 ________________ 
 ________________ 
  
 Attention: ________________ 
  
 ________________, as Trustee 
 ________________ 
 ________________ 
  
 Attention: ________________ 
  
 Ladies and Gentlemen: 
  
 In connection with the purchase on the date hereof of the captioned securities (the “Purchased Certificates”), the
undersigned (the “Transferee”) hereby certifies and covenants to the transferor, FBR Securitization, Inc., the Servicer, the Master Servicer, the Securities Administrator, the Trustee and the Trust as follows: 
  
 1. The Transferee is a “qualified institutional buyer” as that term
is defined in Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and has completed the form of certification to that effect attached hereto as Annex A1 (if the Transferee is not a
registered investment company) or Annex A2 (if the Transferee is a registered investment company). The Transferee is aware that the sale to it is being made in reliance on Rule 144A. 
  
 2. The Transferee understands that the Purchased Certificates have not been registered under the 1933 Act or registered or
qualified under any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the 1933 Act and under applicable state law or unless an exemption from such registration is available. The Transferee
further understands that neither FBR Securitization, Inc., the Servicer, the Master Servicer, the Securities Administrator, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such
registration available. 
  

 I-2-1 








 3. The Transferee is acquiring the Purchased Certificates for its own account or for the account of a
“qualified institutional buyer” (as defined in Rule 144A, a “QIB”), and understands that such Purchased Certificates may be resold, pledged or transferred only (a) to a person reasonably believed to be such a QIB that
purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (b) pursuant to another exemption from registration under the 1933 Act and under
applicable state securities laws. In addition, such transfer may be subject to additional restrictions, as set forth in Section 11.2 of the Pooling and Servicing Agreement. By its execution of this agreement, the Transferee agrees that it will
not resell, pledge or transfer any of the Purchased Certificates to anyone otherwise than in strict compliance with Rule 144A, or pursuant to another exemption from registration under the 1933 Act and all applicable state securities laws, and in
strict compliance with the transfer restrictions set forth in Section 11.2 of the Pooling and Servicing Agreement. The Transferee will not attempt to transfer any or all of the Purchased Certificates pursuant to Rule 144A unless the Transferee
offers and sells such Certificates only to QIBs or to offerees or purchasers that the Transferee and any person acting on behalf of the Transferee reasonably believe (as described in paragraph (d)(l) of Rule 144A) is a QIB. 
  
 4. The Transferee has been furnished with all information that it requested
regarding (a) the Purchased Certificates and distributions thereon and (b) the Pooling and Servicing Agreement referred to below. 
  
 5. If applicable, the Transferee has complied, will comply in all material respects with applicable regulatory guidelines relating to the ownership of
mortgage derivative products. 
  
 All capitalized terms used but
not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of [ - ], by and among FBR Securitization, Inc., as Depositor, MHC I, Inc., as Seller, _________, as Trustee, ________, as
Servicer, and _______________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”) pursuant to which the Purchased Certificates were issued. 
  
 IN WITNESS WHEREOF, the undersigned has caused this Rule 144A Letter to be
executed by its duly authorized representative as of the day and year first above written. 
  

			
	 [TRANSFEREE]

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 I-2-2 








 Annex A1 to Exhibit I-2 
  
 TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES 
  
 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive
officer of the Transferee. 
  
 2. The Transferee is a
“qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “1933 Act”), because (a) the Transferee owned and/or invested on a
discretionary basis at least $____________ in securities [Note to reviewer - the amount in the previous blank must be at least $100,000,000 unless the Transferee is a dealer, in which case the amount filled in the previous blank must be at least
$10,000,000.] (except for the excluded securities referred to in paragraph 3 below) as of _______________ [specify a date on or since the end of the Transferee’s most recently ended fiscal year] (such amount being calculated in accordance with
Rule 144A) and (b) the Transferee meets the criteria listed in the category marked below. 
  

	 	 ̈	Corporation, etc. The Transferee is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation (other than a bank as
defined in Section 3(a)(2) of the 1933 Act or a savings and loan association or other similar institution referenced in Section 3(a)(5)(A) of the Act), a partnership, or a Massachusetts or similar business trust. 


 

	 	 ̈	Bank. The Transferee (a) is a national bank or banking institution as defined in Section 3(a)(2) of the 1933 Act and is organized under the laws of a state,
territory or the District of Columbia. The business of the Transferee is substantially confined to banking and is supervised by the appropriate state or territorial banking commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements as of a date not more than 16 months preceding the date of this certification in the case of a U.S. bank, and not
more than eighteen months preceding the date of this certification in the case of a foreign bank or equivalent institution, a copy of which financial statements is attached hereto. 

  

	 	 ̈	Savings and Loan. The Transferee is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution referenced
in Section 3(a)(5)(A) of the 1933 Act. The Transferee is supervised and examined by a state or federal authority having supervisory authority over any such institutions or is a foreign savings and loan association or equivalent institution and
has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements as of a date not more than 16 months preceding the date of this certification in the case of a U.S. savings and loan association or similar
institution, and not more than eighteen months preceding the date of this certification in the case of a foreign savings and loan association or equivalent institution, a copy of which financial statements is attached hereto.


  

 I-2-3 









	 	 ̈	Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Certificates Exchange Act of 1934, as amended (the “1934 Act”).


  

	 	 ̈	Insurance Company. The Transferee is an insurance company as defined in Section 2(13) of the 1933 Act, whose primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia. 


 

	 	 ̈	State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees. 

  

	 	 ̈	ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Certificate Act of 1974, as amended.


  

	 	 ̈	Investment Adviser. The Transferee is an investment adviser registered under the Investment Advisers Act of 1940, as amended. 

  

	 	 ̈	Other. The Transferee qualifies as a “qualified institutional buyer” as defined in Rule 144A on the basis of facts other than those listed in any of the entries
above. If this response is marked, the Transferee must certify on additional pages, to be attached to this certification, to facts that satisfy the Servicer that the Transferee is a “qualified institutional buyer” as defined in Rule 144A.


  
 3. The term “securities” as used
herein does not include (a) securities of issuers that are affiliated with the Transferee, (b) securities constituting the whole or part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer,
(c) bank deposit notes and certificates of deposit, (d) loan participations, (e) repurchase agreements, (f) securities owned but subject to a repurchase agreement and (g) currency, interest rate and commodity swaps.

  
 4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and
the Transferee is not itself a reporting company under the 1934 Act. 
  
 5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Purchased Certificates are relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be made in reliance on Rule 144A. 
  

 I-2-4 









											
	 6.
	 	 Will the Transferee be purchasing the
 Purchased
Certificates only
 for the Transferee’s own account?
	  	 ̈
YES	  	 	  	 ̈
NO	  	 

  
 If the answer to the
foregoing question is “NO”, the Transferee agrees that, in connection with any purchase of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on Rule 144A, the Transferee will
only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not purchase securities for a third party
unless the Transferee has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional
buyer” set forth in Rule 144A. 
  
 7. The Transferee will
notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee’s purchase of the Purchased Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual financial statements promptly after they become
available. 
  
 IN WITNESS WHEREOF, the undersigned has caused this
certificate to be executed by its duly authorized representative this ____ day of ___________, ______. 
  

			
	 Print Name of Transferee

		
	 By:
	 	 
	 	 	 


  

 I-2-5 








 Annex A2 to Exhibit I-2 
  
 REGISTERED INVESTMENT COMPANIES 
  
 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the entity purchasing the Purchased
Certificates (the “Transferee”) or, if the Transferee is part of a Family of Investment Companies (as defined in paragraph 3 below), is an officer of the related investment adviser (the “Adviser”). 
  
 2. The Transferee is a “qualified institutional buyer” as that term
is defined in Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “1933 Act”), because (a) the Transferee is an investment company (a “Registered Investment Company”) registered
under the Investment Company Act of 1940, as amended (the “1940 Act”) and (b) as marked below, the Transferee alone, or the Transferee’s Family of Investment Companies, owned at least $___________ [Note to reviewer—the
amount in the previous blank must be at least $100,000,000] in securities (other than the excluded securities referred to in paragraph 4 below) as of ________________ [specify a date on or since the end of the Transferee’s most recently ended
fiscal year]. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities to the Transferee or the Transferee’s Family of Investment Companies
was used. 
  

	 	 ̈	The Transferee owned $____________ in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s most recent fiscal year
(such amount being calculated in accordance with Rule 144A). 

  

	 	 ̈	The Transferee is part of a Family of Investment Companies which owned in the aggregate $____________ in securities (other than the excluded securities referred to in paragraph 4
below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A). 

  
 3. The term “Family of Investment Companies” as used herein means two or more Registered Investment Companies except for a unit investment trust
whose assets consist solely of shares of one or more Registered Investment Companies (provided that each series of a “series company,” as defined in Rule 18f-2 under the 1940 Act, shall be deemed to be a separate investment company) that
have the same investment adviser (or, in the case of a unit investment trust, the same depositor) or investment advisers (or depositors) that are affiliated (by virtue of being majority-owned subsidiaries of the same parent or because one investment
adviser is a majority-owned subsidiary of the other). 
  
 4. The
term “securities” as used herein does not include (a) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (b) bank deposit notes and certificates of
deposit, (c) loan participations, (d) repurchase agreements, (e) securities owned but subject to a repurchase agreement and (f) currency, interest rate and commodity swaps. 
  

 I-2-6 








 5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification
is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee’s own account.

  
 6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s purchase of the Purchased Certificates will constitute a reaffirmation of this certification by the undersigned as of the date
of such purchase. 
  
 IN WITNESS WHEREOF, the undersigned has
caused this certificate to be executed by its duly authorized representative this ____ of ____________, ______. 
  

			
	[Print Name of Transferee or Adviser]
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 IF AN ADVISER:

	
	 [Print Name of Transferee]



  
 Date:________________________

  

 I-2-7 








 EXHIBIT J 
  

Form of Benefit Plan Affidavit 
  

	 	Re:	FBR SECURITIZATION TRUST 200_-_ 


	 	  	MORTGAGE-BACKED CERTIFICATES, 


	 	  	SERIES 200_-_ 


	 	  	ERISA-RESTRICTED CERTIFICATES 

  

			
	 STATE OF [_________]
	  	)
	 	  	)ss:
	 COUNTY/CITY OF [__________]
	  	)

  
 Under penalties of
perjury, I, the undersigned, declare that, to the best of my knowledge and belief, the following representations are true, correct, and complete. 
  
 1. That I am a duly authorized officer of [Organization], a [State] corporation (the “Purchaser”), whose taxpayer identification number is
[____________], and on behalf of which I have the authority to make this affidavit. 
  
 2. That the Purchaser is acquiring any of the ERISA-Restricted Certificates, each representing an interest in the Trust Fund, for certain assets of which one or more real estate mortgage investment conduit
(“REMIC”) elections are to be made under Section 860D of the Internal Revenue Code of 1986, as amended (the “Code”). 
  
 3. The Purchaser either: 
  
 (i) is not an employee benefit plan or arrangement including an, collective investment fund (or insurance company general account) or
individual retirement account that is subject to title I of ERISA, the Code or a governmental plan (as defined in section 3(32) of ERISA) church plan (as defined in section 3(33) of ERISA) or other employee benefit plan or retirement arrangement
that is subject to any federal, state or local law which is substantially similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”) or to any Person acting directly or indirectly on behalf of a
Plan or using the assets of a Plan, nor a person acting on behalf of any such Plan, nor using the assets of any such Plan to effect such transfer; 
  
 (ii) in case of an ERISA-Restricted Certificate other than a Class C, Class P or Residual Certificate, is an insurance company and
(A) the Purchaser is acquiring the Certificates with funds held in an “insurance company general account” (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”), as published in 60 Fed.
Reg. 35925 (July 12, 1995)) and (B) and all of the requirements of PTCE 95-60 are met to exempt the acquisition and holding of the Certificates and the transactions in connection with the 

  

 J-1 








 
servicing, management and operation of the Trust Fund from the prohibited transaction rules of ERISA and the Code; or 
  
 (iii) in the case of an ERISA-Restricted Certificate other
than a Residual Certificate, has provided an Opinion of Counsel obtained at the Transferee’s expense, satisfactory to the Securities Administrator. An Opinion of Counsel with respect to this Benefit Plan Affidavit is an opinion of counsel to
the effect that the proposed transfer will not (a) result in the assets of the Trust Fund being deemed to be assets of a Plan, (b) give rise to a fiduciary duty under ERISA, on the part of the transferee, the Depositor, the Servicer, the
Master Servicer or the Securities Administrator, or (c) be treated as, or result in, a prohibited transaction under ERISA or Section 4975 of the Code or any violation of Similar Law. 
  
 Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement, dated as of _______________, by and among FBR Securitization, Inc., as Depositor, MHC I, Inc., as Seller, _______________, as Trustee, _______________, as Servicer and
_______________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”). 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 J-2 









			
	 [Purchaser]

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 J-3 








 EXHIBIT K 
  

Form of Residual Transferee Affidavit 
  

	Re:	FBR SECURITIZATION TRUST 200  -   (the “Trust”) 

 MORTGAGE-BACKED CERTIFICATES, SERIES 200_-_, CLASS [R][RX] 
  

			
	 STATE OF ______
	  	)
	 	  	) ss.:
	 COUNTY OF ________
	  	)

  
 Under penalties of
perjury, I, the undersigned declare that, to the best of my knowledge and belief, the following representations are true, correct and complete: 
  
 1. I am a duly authorized officer of _________, a ________ corporation (the “Transferee”), on behalf of which I have the authority to make this
affidavit. 
  
 2. The Transferee is acquiring all or a portion of
the securities (the “Residual Certificates”), which represent the residual interests in multiple real estate mortgage investment conduits (each, a “REMIC”) for which elections are to be made under Section 860D of the
Internal Revenue Code of 1986, as amended (the “Code”). 
  
 3. The Transferee is a (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated
as a corporation for federal income tax purposes (iii) a partnership (unless Treasury regulations are adopted that provide otherwise) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a partnership for federal income tax purposes, none of the interests in which are owned, directly or indirectly through one or more intermediate entities, by a person that is a Non-U.S. Person, (iv) an estate the
income of which is includible in gross income for United States federal income tax purposes, regardless of its source, (v) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust
and one or more United States fiduciaries have the authority to control all substantial decisions of the trust (or to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that are eligible to be
treated as United States persons), or (vi) a foreign person who would be subject to United States taxation on a net basis on income derived from a Certificate. 
  
 4. The Transferee is a not a “Disqualified Organization” (as defined below), and the Transferee is not acquiring a
Residual Certificate for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership to, a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing; (ii) any organization (other than a
farmer’s cooperative as defined in Section 521 of 

  

 K-1 








 
the Code) that is exempt from federal income taxation (including taxation under the unrelated business taxable income provisions of the Code); (iii) any
rural telephone or electrical service cooperative described in § 1381(a)(2)(C) of the Code; (iv) any foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of a U.S. Person; (v) an
electing large partnership within the meaning of Section 775 of the Code; or (vi) any other entity so designated by Treasury rulings or regulations promulgated or otherwise in effect as of the date hereof. In addition, a corporation will
not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by
such governmental unit. 
  
 5. The Transferee agrees to consent to
any amendment of the Pooling and Servicing Agreement (as defined below) that shall be deemed necessary by the Trustee, the Depositor or the Servicer (upon advice of counsel to the Depositor) to constitute a reasonable arrangement to ensure that no
interest in a Residual Certificate will be owned directly or indirectly by a Disqualified Organization. 
  
 6. The Transferee acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any Residual Certificate to a Disqualified Organization. 
  
 Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of
_______________, by and among FBR Securitization, Inc., as Depositor, MHC I, Inc., as Seller, _______________, as Trustee, _______________, as Servicer, and _______________, as master servicer (the “Master Servicer”) and as securities
administrator (the “Securities Administrator”) (the “Pooling and Servicing Agreement”). 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 K-2 








 IN WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed on its behalf by its
duly authorized officer this ______________. 
  

			
	[NAME]
		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 


  
 Personally
appeared before me _______________, known or proved to me to be the same person who executed the foregoing instrument and to be a ___________ of the Transferee, and acknowledged to me that he or she executed the same as his or her free act and deed
and as the free act and deed of the Transferee. 
  
 Subscribed and
sworn before me this ____ day of _________________. 
  

	
	
	 
	 Notary Public



  
 My commission
expires the ____ day of ____________________, 20_. 
  

 K-3 








 EXHIBIT L 
  

Form of Residual Transferee Agreement 
  
 FBR SECURITIZATION TRUST 200  -   
 MORTGAGE-BACKED CERTIFICATES, 
 SERIES 200  -   
 CLASS [R][RX] 
  
 Date, 200   
  
 FBR Securitization, Inc., as Depositor 
 1001 Nineteenth Street North 
 Arlington, Virginia 22209 
 _____________________ 
 _____________________ 
 _____________________ 
 Attention: _____________ 
  
 _____________________ 
 _____________________ 
 _____________________ 
 Attention: _____________ 
  

	 	Re:	FBR SECURITIZATION TRUST 200_-_ MORTGAGE-BACKED CERTIFICATES, SERIES 200  -  , Class [R][RX], representing a _________ Percentage Interest


  
 Ladies and Gentlemen: 
  
 The undersigned (the “Transferee”) proposes to purchase all or some
of the captioned Certificates (the “Residual Certificates”), issued by the Trust Fund established pursuant to a pooling and servicing agreement dated as of _______________ (the “Agreement”), by and among FBR Securitization, Inc.,
as Depositor, MHC I, Inc., as Seller, _______________, as Trustee, _______________, as Servicer, and _______________, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”). In
doing so the Transferee hereby acknowledges and agrees as follows: 
  
 Section 1. Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Agreement or in the Residual Transfer Affidavit. 
  

 L-1 








 Section 2. Representations and Warranties of the Transferee. In connection with the
proposed transfer of the Residual Certificates, the Transferee represents and warrants to the Depositor, the Servicer, the Trustee and the Trust Fund as follows: 
  
 (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an
investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the
Residual Certificates and can afford a complete loss of such investment. The Transferee has no present knowledge that it may become insolvent or subject to a bankruptcy proceeding for so long as it holds the Residual Certificates. 
  
 (b) The Transferee represents that (i) it understands that the Residual
Certificates represent for federal income tax purposes the “residual interest” in each of multiple real estate mortgage investment conduits (“REMICs”) and that, as the holder of the Residual Certificates, it will be required to
take into account, in determining its taxable income, its pro rata share of the taxable income of each such REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess
of any cash flows generated by the Residual Certificates, (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax
imposed on the income that it derives from the Residual Certificates as such taxes become due and (iv) it is aware of the tax imposed on a “pass-through entity” holding the Class [R][RX] Certificates if, at any time during the
taxable year of the pass-through entity, a non-Permitted Transferee is the record holder of an interest in such entity. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.). 
  
 (c) The Transferee confirms that the Depositor has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Depositor concerning the Trust Fund, the purchase by the
Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Depositor possesses or can acquire without unreasonable effort or expense. 
  
 Section 3. Covenants. The Transferee covenants:

  
 (a) The Transferee agrees that, in its capacity as a holder of
the Residual Certificates, it will assert no claim or interest in the Mortgage Loans by reason of owning the Residual Certificates other than with respect to amounts that may be properly and actually payable to the Transferee pursuant to the terms
of the Agreement and the Certificates. 
  
 (b) If applicable, the
Transferee will comply with respect to the Residual Certificates in all material respects with applicable regulatory guidelines relating to the ownership of mortgage derivative products. 
  
 (c) Upon notice thereof, the Transferee agrees to any future amendment to the provisions of the Agreement relating to the
transfer of the Residual Certificates (or any interest therein) that counsel to the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the Servicer or the Trust Fund may deem necessary to ensure that any such transfer will
not result in the imposition of any tax on the Trust Fund. 
  

 L-2 








 (d) If the Transferee would be the tax matters person (“TMP”) of any REMIC as a result of the
proposed transfer, as described in Section 13.1 of the Pooling and Servicing Agreement, the Transferee hereby designates the Trustee or an affiliate thereof, as its agent, to perform the functions of each REMIC’s tax matters person.

  
 (e) [REMOVE IN CLASS RX AGREEMENT — The Transferee hereby
agrees that the parties designated in the Agreement or an affiliate thereof will (i) supervise or engage in any action necessary or advisable to preserve the status of each REMIC as a REMIC and (ii) employ on a reasonable basis counsel,
accountants, and professional assistance to aid in the preparation of tax returns or the performance of the above.] 
  
 (f) The Transferee hereby agrees to take any action, or cooperate with the TMP to take any action, required of it by the REMIC Provisions in order to
create or maintain the REMIC status of each REMIC. 
  
 (g) [REMOVE
IN CLASS RX AGREEMENT — The Transferee hereby agrees that it will not take any action that could endanger the REMIC status of each related REMIC or result in the imposition of tax on such REMIC unless counsel for, or acceptable to, the TMP has
provided an opinion that such action will not result in the loss of such REMIC status or the imposition of such tax, as applicable.] 
  
 (h) [REMOVE IN CLASS RX AGREEMENT — The Transferee hereby agrees that it will take no action to question or invalidate the interest of the Trust Fund
in the Mortgage Loans or seek or maintain any claim or interest in the Mortgage Loans having a priority over the interest of the Trust Fund in the Mortgage Loans.] 
  
 (i) The Transferee understands that U.S. Department of the Treasury (“Treasury”) regulations, or other
administrative guidance issued by the Treasury, may effectively prohibit the transfer of the Residual Certificates to foreign persons. 
  
 (j) The Transferee hereby agrees that it shall pay any tax or reporting costs borne by any REMIC as a result of its purchase of a Residual Certificate or
any beneficial interest therein in violation of the restrictions on transfer contained in the Agreement to the extent such tax or reporting costs are not paid by the transferor or by the Trustee out of amounts that otherwise would have been paid to
the Transferee. 
  
 (k) The Transferee hereby agrees to indemnify
and hold harmless the Depositor, the Servicer, the Trustee, the Trust Fund and each other holder of a Residual Certificate from and against any tax liabilities or reporting costs arising from its violation of the restrictions on transfer contained
in the Agreement or its breach of any of its representations, warranties, or covenants contained herein. 
  

 L-3 








 Section 4. Additional Transfer Restrictions. 
  
 (a) No Residual Certificate may be transferred to a Disqualified
Organization. The Transferee agrees to comply with the requirements of Section 11.2 of the Pooling and Servicing Agreement, including, without limitation, the requirements to deliver to the Trustee (x) this Residual Transferee Agreement,
(y) a Benefit Plan Affidavit, and (z) a Residual Transferee Affidavit. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. 
  
 (b) The Transferee acknowledges that, if a tax or a reporting cost is borne
by any REMIC as a result of the transfer of the Residual Certificates or any beneficial interest therein in violation of the restrictions referenced herein, the transferor shall pay such tax or cost and, if such tax or cost is not so paid, the
Trustee shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of such Residual Certificates. In that event, neither the transferee nor the transferor shall have any right to seek repayment of such
amounts from the Depositor, the Servicer, the Trustee, the Trust Fund, any REMIC or the Holders of any other Certificates, and none of such parties shall have any liability for payment of any such tax or reporting cost. In the event that a Residual
Certificate is transferred to a Disqualified Organization, the Trustee shall make available, or cause to be made available, the information necessary for the computation of the excise tax imposed under section 860E(e) of the Code. 

 
 Section 5. Acknowledgments. 
  
 (a) The Transferee acknowledges that if any United States federal income tax
is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee or its designated paying agent or other person who is liable to withhold federal income tax from a distribution on a Residual Certificate under sections 1441 and 1442
of the Code and the regulations thereunder (the “Withholding Agent”) may (i) withhold an amount equal to the taxes due upon disposition of the Certificate from future distributions made with respect to the Certificate to the
transferee (after giving effect to the withholding of taxes imposed on such transferee), and (ii) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment of the taxes due by the transferor has
been provided to the Withholding Agent. Moreover, the Withholding Agent may (x) hold distributions on a Certificate, without interest, pending determination of amounts to be withheld, (y) withhold other amounts required to be withheld
pursuant to United States federal income tax law, if any, from distributions that otherwise would be made to such transferee on each Certificate it holds, and (z) pay to the Internal Revenue Service all such amounts withheld. 
  
 (b) The Transferee acknowledges that each of the Residual Certificates may be
a “noneconomic residual interest” within the meaning of certain Treasury regulations promulgated under the Code and that the transferor of a “noneconomic residual interest” will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer is to impede the assessment or collection of tax. 
  

 L-4 








 (c) The Transferee acknowledges that the transfer of all or part of the Residual Certificates that have
“tax avoidance potential” (as defined in Treasury regulations section 1.860G-3(a)(2) or any successor provision) to a Non-U.S. Person will be disregarded for all federal income tax purposes. 
  
 (d) The Transferee acknowledges that the transfer of the Residual
Certificates to a U.S. Person will be disregarded for all federal income tax purposes if a significant purpose of the transfer is to impede the assessment or collection of the taxes and expenses associated with the security within the meaning of
Treasury regulation section 1.860E-1(c)(1). 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 L-5 








 IN WITNESS WHEREOF, the undersigned has caused this Residual Transferee Agreement be validly executed by
its duly authorized representative as of the day and year first above written. 
  

			
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 L-6 








 SCHEDULE A 
  

Mortgage Loan Schedule 
  

 A-1 








 SCHEDULE B 
  

Representations and Warranties in respect of the Mortgage Loans 
  
 Representations and Warranties in respect of the Mortgage Loans 
  
 (a) The following representations relating to the Mortgage Loans made
pursuant to Section 7.2 of the                             Master Mortgage Loan Purchase and
Interim Servicing Agreement: [(3), (4), (5), (7), (9), (16), (17), (18), (19), (20), (21), (25), (26), (28), (35), (36), (37), (43), (44), (45), (57), (66), (70) and (80)]; 
  
 (b) No Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994 (“HOEPA”);

  
 (c) There is no Mortgage Loan that was originated on or after
October 1, 2002 through and including March 6, 2003, which is secured by property located in the State of Georgia. There is no Mortgage Loan that was originated on or after March 7, 2003, which is a “high cost home loan” as
defined under the Georgia Fair Lending Act; 
  
 (d) No Mortgage
Loan is a “high cost home,” “covered” (excluding home loans defined as “covered home loans” in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7,
2004), “high risk home” or “predatory” loan under any applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal
liability for residential mortgage loans having high interest rates, points and/or fees); 
  
 (e) With respect to each Mortgage Loan, no borrower obtained a prepaid single-premium credit-life, disability, accident or health insurance policy in connection with the origination of the mortgage loan; 

 
 (f) No Mortgage Loan originated on or after October 1, 2002 will
impose a prepayment premium for a term in excess of three years. Any Mortgage Loans originated prior to such date will not impose prepayment penalties in excess of five years; 
  
 (g) The Servicer for each Mortgage Loan has fully furnished, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis;

  
 (h) The Servicer for each Mortgage Loan will fully furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three
of the credit repositories), on a monthly basis; 
  
 (i) With
respect to any Mortgage Loan originated on or after August 1, 2004, neither the related mortgage loan nor the related mortgage note requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to
the mortgage loan transaction; 
  

 B-1 








 (j) [The original principal balance of each Mortgage Loan is within Freddie Mac’s dollar amount
limits for conforming one- to four-family mortgage loans; 
  
 (k)
The original principal balance of each first-lien Mortgage Loan is within Freddie Mac’s dollar amount limits for one-to four-family mortgage loans; the original principal balance of each second-lien Mortgage Loan is less than one-half the
Freddie Mac limit for one-unit mortgage loans, without regard to the number of units; No Mortgage Loan consists of a first and second lien on the same Mortgaged Property if the aggregate principal balance of such Mortgage Loan exceeds Freddie
Mac’s applicable loan limit for that type.] 
  
 (l) Each
Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal laws, including, but not limited to, all applicable usury, truth in lending, real estate settlement procedures, consumer credit
protections, predatory and abusive lending, equal credit opportunity and disclosure laws; 
  
 (m) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then-current version of Standard & Poor’s LEVELS® Glossary, which as of the date hereof is
Version 5.6 Revised, Appendix E) and no Mortgage Loan originated on or after October 1, 2002 through and including March 6, 2003 is governed by the Georgia Fair Lending Act. 
  
 (n) No Mortgage Loan was 30 days or more contractually delinquent as of the Cut-off Date. The Seller has not waived any
default, breach, violation or event of acceleration, and the Seller has not taken any action to waive any default, breach, violation or event of acceleration, with respect to any Mortgage Loan; 
  
 (o) As of the date of origination, each Mortgaged Property was lawfully
occupied under applicable law and to the Seller’s knowledge, each Mortgaged Property is lawfully occupied as of the date hereof; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of
each Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities, except where the
failure would not have a material adverse effect upon the Mortgage Loan; and 
  
 (p) Each Mortgage is a valid, existing and enforceable first or second lien (as indicated on the Mortgage Loan Schedule) on the Mortgaged Property (including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing). The lien of the
Mortgage is subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of
recording acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the Servicer and (c) other matters to which like properties are commonly subject which do not,
individually or in the 
  

 B-2 








 aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to, and delivered in connection with, the Mortgage Loan establishes and creates a valid, subsisting and
enforceable first lien and first priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Depositor. 
  
 (q) Each Mortgage is a “qualified mortgage’ (including any participation or certificate of beneficial ownership
therein) within the meaning of Section 860G of the Code and Treasury Regulation Section 1.860G-2. 
  
 All capitalized terms used by not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement, unless otherwise
defined. 
  

 B-3 








 SCHEDULE C 
  

LIBOR CALCULATION 
  
 With respect to each Distribution Date, one-month LIBOR will equal the interbank offered rate for one-month United States dollar deposits in the London
market as quoted on Telerate Page 3750 as of 11:00 A.M., London time, on the second LIBOR Business Day prior to the first day of the related Interest Accrual Period. Telerate Page 3750 means the display designated as page 3750 on the Bridge
Telerate, or any other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks. If the rate does not appear on the page or any other page as may replace that page on that service (or
if that service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the Securities Administrator after consultation with the Depositor), the rate will be the reference bank rate. 
  
 The reference bank rate will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the reference banks, which shall be three major banks that are engaged in transactions in the London interbank market, selected by the Securities Administrator after consultation with the Depositor, as of
11:00 A.M., London time, on the day that is two LIBOR Business Days prior to the first day of the related Interest Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balances of the Certificates. The Securities Administrator will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be
the arithmetic mean of the quotations. If on the related date fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Securities
Administrator after consultation with the Depositor, as of 11:00 A.M., New York City time, on the date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate
Principal Balances of the Certificates. If no quotations can be obtained, the rate will be one-month LIBOR for the prior Distribution Date. 
  
 “LIBOR Business Day” means any day other than a Saturday or a Sunday or a day on which banking institutions in the city of London,
England are required or authorized by law to be closed. 
  

 C-1 








 SCHEDULE D 
  

PURCHASE AGREEMENT 
  

 D-1 








 SCHEDULE E 
  

ASSIGNMENT AND ACKNOWLEDGEMENT AGREEMENT 
  

 E-1