Unassociated Document


    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    Depositor

     

     

     

    and

     

     

     

    WELLS
FARGO BANK, N.A.

     Trustee

     

    
      
        

      



    POOLING
AGREEMENT

     

    Dated as
of April 1, 2010

     

    
      

    

     

     

     

     

     

     

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

     

     

     

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    

      TABLE OF
CONTENTS

       

      
        
          	 
      	
                  Page

                
	 
      	 
      
	
                  ARTICLE
      I DEFINITIONS

                	
                  7

                
	
                  Section
      1.01.

                	
                  Definitions

                	
                  7

                
	
                  Section
      1.02.

                	
                  Calculations
      Respecting Mortgage Loans

                	
                  28

                
	 
      	 
      
	
                  ARTICLE
      II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

                	
                  28

                
	
                  Section
      2.01.

                	
                  Creation
      and Declaration of Trust Fund; Conveyance of Mortgage
Loans

                	
                  28

                
	
                  Section
      2.02.

                	
                  Acceptance
      of Trust Fund by Trustee; Review of Documentation for Trust
      Fund

                	
                  29

                
	
                  Section
      2.03.

                	
                  Representations
      and Warranties of the Depositor

                	
                  29

                
	
                  Section
      2.04.

                	
                  Discovery
      of Breach; Repurchase of Mortgage Loans

                	
                  31

                
	
                  Section
      2.05.

                	
                  Obligation
      of Trustee to Take Action in respect of Alleged Breach

                	
                  32

                
	
                  Section
      2.06.

                	
                  Grant
      Clause

                	
                  33

                
	
                  Section
      2.07

                	
                  Controlling
      Holder Purchase Right and Assumption of Servicing Agreement
      Rights

                	
                  34

                
	 
      	 
      
	
                  ARTICLE
      III THE CERTIFICATES

                	
                  34

                
	
                  Section
      3.01.

                	
                  The
      Certificates

                	
                  34

                
	
                  Section
      3.02.

                	
                  Registration

                	
                  35

                
	
                  Section
      3.03.

                	
                  Transfer
      and Exchange of Certificates

                	
                  35

                
	
                  Section
      3.04.

                	
                  Cancellation
      of Certificates

                	
                  38

                
	
                  Section
      3.05.

                	
                  Replacement
      of Certificates

                	
                  39

                
	
                  Section
      3.06.

                	
                  Persons
      Deemed Owners

                	
                  39

                
	
                  Section
      3.07.

                	
                  Temporary
      Certificates

                	
                  39

                
	
                  Section
      3.08.

                	
                  Appointment
      of Paying Agent

                	
                  40

                
	
                  Section
      3.09.

                	
                  Book
      Entry Certificates

                	
                  40

                
	 
      	 
      
	
                  ARTICLE
      IV ADMINISTRATION OF THE TRUST FUND

                	
                  41

                
	
                  Section
      4.01.

                	
                  Custodial
      Accounts; Distribution Account

                	
                  41

                
	
                  Section
      4.02

                	
                  Reports
      to Certificateholders

                	
                  42

                
	 
      	 
      	 
      
	
                  ARTICLE
      V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

                	
                  44

                
	
                  Section
      5.01.

                	
                  Distributions
      Generally

                	
                  44

                
	
                  Section
      5.02.

                	
                  Distributions
      from the Distribution Account

                	
                  45

                
	
                  Section
      5.03.

                	
                  Allocation
      of Losses

                	
                  46

                
	
                  Section
      5.04

                	
                  Servicer
      Obligations

                	
                  47

                
	 
      	 
      	 
      
	
                  ARTICLE VI CONCERNING THE
      TRUSTEE; EVENTS OF DEFAULT

                	
                  47

                
	
                  Section
      6.01.

                	
                  Duties
      of Trustee

                	
                  47

                
	
                  Section
      6.02.

                	
                  Certain
      Matters Affecting the Trustee

                	
                  49

                
	
                  Section
      6.03.

                	
                  Trustee
      Not Liable for Certificates

                	
                  50

                
	
                  Section
      6.04.

                	
                  Trustee
      May Own Certificates

                	
                  51

                
	
                  Section
      6.05.

                	
                  Eligibility
      Requirements for Trustee

                	
                  51

                
	
                  Section
      6.06.

                	
                  Resignation
      and Removal of Trustee

                	
                  51

                
	
                  Section
      6.07.

                	
                  Successor
      Trustee

                	
                  52

                
	
                  Section
      6.08.

                	
                  Merger
      or Consolidation of Trustee

                	
                  52

                
	
                  Section
      6.09.

                	
                  Appointment
      of Co Trustee, Separate Trustee or Custodian

                	
                  53

                
	
                  Section
      6.10.

                	
                  Authenticating
      Agents

                	
                  54

                
	
                  Section
      6.11.

                	
                  Indemnification
      of the Trustee

                	
                  55

                
	
                  Section
      6.12.

                	
                  Fees
      and Expenses of the Trustee and the Custodian

                	
                  55

                
	
                  Section
      6.13.

                	
                  Collection
      of Monies

                	
                  55

                


        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        
          	
                  Section
      6.14.

                	
                  Events
      of Default; Trustee To Act; Appointment of Successor

                	
                  56

                
	
                  Section
      6.15.

                	
                  Additional
      Remedies of Trustee Upon Event of Default

                	
                  58

                
	
                  Section
      6.16.

                	
                  Waiver
      of Defaults

                	
                  58

                
	
                  Section
      6.17.

                	
                  Notification
      to Holders

                	
                  58

                
	
                  Section
      6.18.

                	
                  Directions
      by Certificateholders and Duties of Trustee During Event of
      Default

                	
                  58

                
	
                  Section
      6.19.

                	
                  Preparation
      of Tax Returns and Other Reports

                	
                  59

                
	
                  Section
      6.20.

                	
                  Reporting
      to the Commission

                	
                  59

                
	
                  Section
      6.21.

                	
                  Annual
      Assessments of Compliance

                	
                  64

                
	
                  Section
      6.22.

                	
                  Accountant’s
      Attestation

                	
                  64

                
	
                  Section
      6.23

                	
                  Intention
      of the Parties and Interpretation; Indemnification

                	
                  65

                
	
                  Section
      6.24

                	
                  Inability
      to Perform or Bankruptcy of Deal Party

                	
                  66

                
	 
      	 
      
	
                  ARTICLE
      VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
      FUND

                	
                  66

                
	
                  Section
      7.01.

                	
                  Purchase
      of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
      of All Mortgage Loans

                	
                  66

                
	
                  Section
      7.02.

                	
                  Procedure
      Upon Redemption and Termination of Trust Fund.

                	
                  67

                
	
                  Section
      7.03.

                	
                  Additional
      Trust Fund Termination Requirements

                	
                  68

                
	 
      	 
      
	
                  ARTICLE
      VIII RIGHTS OF CERTIFICATEHOLDERS

                	
                  69

                
	
                  Section
      8.01.

                	
                  Limitation
      on Rights of Holders

                	
                  69

                
	
                  Section
      8.02.

                	
                  Access
      to List of Holders

                	
                  69

                
	
                  Section
      8.03.

                	
                  Acts
      of Holders of Certificates

                	
                  70

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX REMIC ADMINISTRATION.

                	
                  70

                
	
                  Section
      9.01.

                	
                  REMIC
      Administration

                	
                  70

                
	
                  Section
      9.02.

                	
                  Prohibited
      Transactions and Activities

                	
                  72

                
	
                  Section
      9.03.

                	
                  Indemnification
      with Respect to Prohibited Transactions or Loss of REMIC
      Status

                	
                  72

                
	 
      	 
      
	
                  ARTICLE
      X MISCELLANEOUS PROVISIONS

                	
                  73

                
	
                  Section
      10.01.

                	
                  Binding
      Nature of Agreement; Assignment

                	
                  73

                
	
                  Section
      10.02.

                	
                  Entire
      Agreement

                	
                  73

                
	
                  Section
      10.03.

                	
                  Amendment

                	
                  73

                
	
                  Section
      10.04.

                	
                  Voting
      Rights

                	
                  74

                
	
                  Section
      10.05.

                	
                  Provision
      of Information

                	
                  74

                
	
                  Section
      10.06.

                	
                  Governing
      Law

                	
                  75

                
	
                  Section
      10.07.

                	
                  Notices

                	
                  75

                
	
                  Section
      10.08.

                	
                  Severability
      of Provisions

                	
                  76

                
	
                  Section
      10.09.

                	
                  Indulgences;
      No Waivers

                	
                  76

                
	
                  Section
      10.10.

                	
                  Headings
      Not To Affect Interpretation

                	
                  76

                
	
                  Section
      10.11.

                	
                  Benefits
      of Agreement

                	
                  77

                
	
                  Section
      10.12.

                	
                  Special
      Notices to the Rating Agency

                	
                  77

                
	
                  Section
      10.13.

                	
                  Conflicts

                	
                  77

                
	
                  Section
      10.14.

                	
                  Counterparts

                	
                  77

                
	
                  Section
      10.15

                	
                  No
      Petitions

                	
                  77

                


        

      

      


      
        	
                ATTACHMENTS

              
	
                Exhibit
      A

              	
                Forms
      of Certificates

              
	
                Exhibit
      B

              	
                Form
      of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
      C

              	
                Form
      of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
      D

              	
                Form
      of Custodial Agreement

              
	
                Exhibit
      E-1

              	
                Form
      of Rule 144A Transfer
Certificate

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                Exhibit
      E-2

              	
                Form
      of Purchaser’s Letter for Qualified Institutional
Buyers

              
	
                Exhibit
      F

              	
                Form
      of Purchaser’s Letter for Institutional Accredited
    Investors

              
	
                Exhibit
      G

              	
                Form
      of ERISA Transfer Affidavit

              
	
                Exhibit
      H

              	
                [Reserved]

              
	
                Exhibit
      I

              	
                Additional
      Disclosure Notification

              
	
                Exhibit
      J

              	
                Back-up
      Certificate to Form 10-K Certificate

              
	
                Exhibit
      K

              	
                Servicing
      Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
      L

              	
                Additional
      Form 10-D Disclosure

              
	
                Exhibit
      M

              	
                Additional
      Form 10-K Disclosure

              
	
                Exhibit
      N

              	
                Additional
      Form 8-K Disclosure

              
	 
      	 
      
	
                Schedule
      A

              	
                Mortgage
      Loan Schedule

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    


    This
POOLING AGREEMENT, dated as of April 1, 2010 (the “Agreement”), by and between
SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as depositor (the
“Depositor”) and WELLS FARGO BANK, N.A., a national banking association, as
trustee (the “Trustee”).

     

    PRELIMINARY
STATEMENT

     

    The
Depositor has acquired the Mortgage Loans from the Seller and at the Closing
Date is the owner of the Mortgage Loans and related property being conveyed by
the Depositor to the Trustee hereunder for inclusion in the Trust
Fund.  On the Closing Date, the Depositor will acquire the
Certificates from the Trustee as consideration for the Depositor’s transfer to
the Trust Fund of the Mortgage Loans, and the other property constituting the
Trust Fund.  The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the conveyance to the Trustee of the
Mortgage Loans and the related property constituting the Trust
Fund.  All covenants and agreements made by the Seller in the Mortgage
Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement
and by the Depositor and the Trustee herein, with respect to the Mortgage Loans
and the other property constituting the Trust Fund, are for the benefit of the
Holders from time to time of the Certificates.  The Depositor and the
Trustee are entering into this Agreement, and the Trustee is accepting the Trust
Fund created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

     

    As
provided herein, the Trustee shall elect that the Trust Fund be treated for
federal income tax purposes as comprising two real estate mortgage investment
conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the
“Upper-Tier REMIC,” respectively).  Each Certificate, other than the
Class R Certificate and the Class LT-R Certificate, is hereby designated as a
regular interest in the Upper-Tier REMIC, as described herein.  The
Class R Certificate represents and is hereby designated as the sole class of
residual interest in the Upper-Tier REMIC.

     

    The Class
LT-R Certificate evidences ownership of the sole class of residual interest in
the Lower-Tier REMIC (the “LT-R Interest”).  The Lower-Tier REMIC
shall hold as its assets all property of the Trust Fund, other than the
interests in any REMIC formed hereby.  Each Lower-Tier Interest other
than the LT-R Interest shall be uncertificated and is hereby designated as a
regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby
designated as the sole Class of residual interest in the Lower-Tier
REMIC.  The Upper-Tier REMIC shall hold as its assets the Lower-Tier
Interests other than the LT-R Interest.  

     

    The
Lower-Tier REMIC Interests

     

    The
following table sets forth (or describes) the Class designation, interest rate,
and initial Class Principal Amount for each Class of Lower-Tier
Interests:

    
       

      
        
          
            
              
                
                  
                    	
                            Lower-Tier

                            REMIC Interest

                            Designation

                          	 
      	
                             

                             Interest Rate

                          	 
      	
                            Initial Class

                            Principal 

                            Amount

                          	 
      	
                            Corresponding 

                            Class of 

                            Certificate(s)

                          
	
                            LT-A1

                          	 
      	
                            (1)

                          	 
      	
                            (3)

                          	 
      	
                            A-1,
      R, A-IO

                          
	
                            LT-B1

                          	 
      	
                            (2)

                          	 
      	
                            (3)

                          	 
      	
                            1-B1

                          
	
                            LT-B2

                          	 
      	
                            (2)

                          	 
      	
                            (3)

                          	 
      	
                            1-B2

                          
	
                            LT-B3

                          	 
      	
                            (2)

                          	 
      	
                            (3)

                          	 
      	
                            1-B3

                          
	
                            LT-B4

                          	 
      	
                            (2)

                          	 
      	
                            (3)

                          	 
      	
                            1-B4

                          
	
                            LT-R
      (4)

                          	 
      	
                            (1)

                          	 
      	
                            $50

                          	 
      	
                            N/A

                          
	      
                            LT-RR

                          	 	      
                            (1)

                          	 	      
                            $50

                          	 	      
                            R

                          


                  

                

              

            

          

        

      

       

      
        
          

        

      

      
        	
                (1)

              	
                The interest rate with respect to
      any Distribution Date (and the related Accrual Period) for this Lower-Tier
      Interest will be a per annum rate equal to the Net WAC Rate for such
      Distribution Date.

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        	
                (2)

              	
                The interest rate with respect to
      any Distribution Date (and the related Accrual Period) for this Lower-Tier
      Interest will be a per annum rate equal to the rate on its Corresponding
      Class of Certificates.

              


      

      


      
        	
                (3)

              	
                This interest shall have an
      initial class principal amount equal to the aggregate Initial Class
      Principal Amount of its Corresponding Class(es) of Certificates (other
      than any interest-only
certificates).

              


      

      


      
        	
                (4)

              	
                The
      LT-R Interest is the sole class of residual interest in the Lower-Tier
      REMIC. 

              


      

    

     

    On each
Distribution Date, the Available Distribution Amount distributable as interest
shall be deemed to have been distributed as interest with respect to the
Lower-Tier Interests based on the interest rates described above.  On
each Distribution Date, Interest Shortfalls shall be allocated to each Lower
-Tier Interest to the same extent that such Interest Shortfalls are allocated to
the related Class of Upper-Tier Interests.

     

    On each
Distribution Date, the remaining Available Distribution Amount distributable to
with respect principal shall be deemed to have been distributed to the
Lower-Tier Interests as follows:

     

    
      
        	
                 
      

              	
                (i)

              	
                first, to the Lower-Tier Interest
      LT-A1, the LT-R Interest and the LT-RR Interest, until their
      respective Class Principal Amounts equal the sum of the Class Principal
      Amounts of their Corresponding Classes of Certificates (other than any
      interest-only certificates) immediately after taking account of the
      distributions to such Classes of Certificates pursuant to Section
      5.02;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                second, to the LT-B1 Interest until its
      Class Principal Amount equals the Class Principal Amount of the Class B-1
      Certificate immediately after taking account of the distributions to such
      Class of Certificates pursuant to Section
  5.02;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                third, to the LT-B2 Interest until its
      Class Principal Amount equals the Class Principal Amount of the Class B-2
      Certificate immediately after taking account of the distributions to such
      Class of Certificates pursuant to Section
  5.02;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                fourth, to the LT-B3 Interest until its
      Class Principal Amount equals the Class Principal Amount of the Class B-3
      Certificate immediately after taking account of the distributions to such
      Class of Certificates pursuant to Section
  5.02;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                fifth, to the LT-B4 Interest until its
      Class Principal Amount equals the Class Principal Amount of the Class B-4
      Certificate immediately after taking account of the distributions to such
      Class of Certificates pursuant to Section 5.02;
  and

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                finally, to the LT-R Interest, any
      remaining amounts.

              


      

    

     

    The
Certificates and the Upper-Tier REMIC

     

    The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount (or initial Class Notional Amount)
and minimum denomination for each Class of Certificates comprising interests in
the Trust Fund created hereunder.  The Class A-1, Class A-IO, Class
B-1, Class B-2, Class B-3 and Class B-4 Certificates represent regular interests
in the Upper-Tier REMIC; the Class R Certificate represents the sole class of
residual interest in the Upper-Tier REMIC; and the Class LT-R Certificate
represents the sole class of residual interest in the Lower-Tier REMIC and does
not represent an interest in the Upper Tier REMIC.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Class
      Designation

                                    	 
      	
                                      Certificate

                                      Interest
      Rate

                                    	 
      	
                                      Initial

                                      Class
      Principal Amount or Class Notional Amount

                                    	 
      	
                                      Minimum

                                      Denominations
      or Percentage Interest

                                    
	
                                      Class
      A-1

                                    	 
      	
                                      (1)

                                    	 
      	
                                      $222,378,000

                                    	 
      	
                                      $100,000

                                    
	
                                      Class
      A-IO

                                    	 
      	
                                      (2)

                                    	 
      	
                                      (3)

                                    	 
      	
                                      100%

                                    
	
                                      Class
      B-1

                                    	 
      	
                                      Net
      WAC Rate

                                    	 
      	
                                      $5,946,000

                                    	 
      	
                                      $100,000

                                    
	
                                      Class
      B-2

                                    	 
      	
                                      Net
      WAC Rate

                                    	 
      	
                                      $2,379,000

                                    	 
      	
                                      $100,000

                                    
	
                                      Class
      B-3

                                    	 
      	
                                      Net
      WAC Rate

                                    	 
      	
                                      $4,162,000

                                    	 
      	
                                      $100,000

                                    
	
                                      Class
      B-4

                                    	 
      	
                                      Net
      WAC Rate

                                    	 
      	
                                      $2,973,233

                                    	 
      	
                                      $100,000

                                    
	
                                      Class
      R

                                    	 
      	
                                      Net
      WAC Rate

                                    	 
      	
                                               $50(4)

                                    	 
      	
                                      100%

                                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

      
        

      

    

    
      
        	
                (1)

              	
                Until the Distribution Date in
      September 2014, the Certificate Interest Rate of the Class A-1
      Certificates will be an annual rate equal to the lesser of (a) the Net WAC
      Rate and (b) 3.75%. On and after the Distribution Date in September 2014,
      the Certificate Interest Rate on the Class A-1 Certificates will be an
      annual rate equal to the Net WAC Rate minus
  0.50%.

              


      

      


      
        	
                (2)

              	
                Until the Distribution Date in
      September 2014, the Certificate Interest Rate of the Class A-IO
      Certificates will be an annual rate equal to the excess, if any, of the
      Net WAC Rate minus 3.75%. On and after the Distribution Date in September
      2014, the Certificate Interest Rate on the Class A-IO Certificates will be
      an annual rate equal to 0.50% (which is also the excess of the Net WAC
      Rate minus the Certificate Interest Rate on the Class A-1
      Certificates).

              


      

      


      
        	
                (3)

              	
                The Class A-IO Certificate is an
      interest only Certificate and for any Distribution Date the Class Notional
      Amount of the Class A-IO Certificates is equal to the Class Principal
      Amount of the Class A-1 Certificates immediately before such Distribution
      Date.  The initial Class Notional Amount of the Class A-IO
      Certificates is
$222,378,000.

              


      

      


      
        	
                (4)

              	
                Amounts allocated to the Class
      LT-R Certificates pursuant to Sections 5.02(a)(i) and 5.02(a)(ii) shall be
      excluded from the Available Distribution Amount for the Upper-Tier
      REMIC.

              


      

    

     

    As of the
Cut-off Date, the Mortgage Loans had an Aggregate Stated Principal Balance of
$237,838,333.27.

     

    In
consideration of the mutual agreements herein contained, the Depositor and the
Trustee hereby agree as follows.

     

    ARTICLE
I

     

    DEFINITIONS

     

    Section
1.01        Definitions. 
The following words and phrases, unless the context otherwise requires, shall
have the following meanings:

     

    10-K Filing
Deadline:  As defined in Section 6.20(b)(i)
hereof.

      

    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 the Depositor or an Affiliate of the Depositor.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    Accountant’s
Attestation:  As defined in Section 6.22.

     

    Accrual
Period:  With respect to any Distribution Date and for each
Class of Certificates, the calendar month preceding the month in which the
Distribution Date occurs.  Interest shall accrue on all Classes of
Certificates and on all Lower-Tier Interests on the basis of a 360-day year
consisting of twelve 30-day months.

     

    Acknowledgement:  The
Assignment, Assumption and Recognition Agreement, dated April 28, 2010,
assigning rights under the Servicing Agreement from the Seller to the Depositor
and from the Depositor to the Trustee, for the benefit of the
Certificateholders, and providing certain rights to the Controlling
Holder.

     

    Additional Form 10-D
Disclosure:  As defined in Section 6.20(a)(i).

     

    Additional Form 10-K
Disclosure:  As defined in Section 6.20(b)(i).

     

    Additional Servicer:
Each affiliate of a Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of the Depositor or the Servicer, who Services
10% or more of the Mortgage Loans (measured by aggregate Stated Principal
Balance of the Mortgage Loans annually at the commencement of the calendar year
prior to the year in which a Servicer Compliance Statement is required to be
delivered).

    


    Adjustable Rate Mortgage
Loan: A Mortgage Loan which provides for the adjustment of the Mortgage
Rate payable in respect thereto.

    


    Adjustment
Date:  As to any Mortgage Loan, the date on which the related
Mortgage Rate adjusts in accordance with the terms of the related Mortgage
Note.

     

    Advance:  The
payments required to be made by the Servicer with respect to any Distribution
Date pursuant to the Servicing Agreement, the amount of any such payment being
equal to the aggregate of the payments of principal and interest (net of the
Servicing Fee) on the Mortgage Loans that were due on the related Due Date and
not received as of the close of business on the related Determination Date, less
the aggregate amount of any such delinquent payments that the Servicer has
determined would constitute Nonrecoverable Advances if advanced.

     

    Adverse REMIC
Event:  Either (i) loss of status as a REMIC, within the
meaning of Section 860D of the Code, for any group of assets identified as a
REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any
tax, including the tax imposed under Section 860F(a)(1) on prohibited
transactions, and the tax imposed under Section 860G(d) on certain contributions
to a REMIC, on any REMIC created hereunder to the extent such tax would be
payable from assets held as part of the Trust Fund.

     

    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
Expense Rate:  The sum of the Servicing
Fee Rate and the Trustee Fee Rate.

     

    Aggregate Stated Principal
Balance:  As to any Distribution Date, the aggregate of the
Stated Principal Balances for all Mortgage Loans which were outstanding on the
Due Date in the month preceding the month of such Distribution
Date.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Aggregate Voting
Interests:  The aggregate of the Voting Interests of all the
Certificates under this Agreement.

     

    Agreement:  This
Pooling Agreement and all amendments and supplements hereto.

     

    Applicable Credit Support
Percentage:  As to any Class of Subordinate Certificates and
any Distribution Date, the sum of the Class Subordination Percentage of such
Class and the aggregate of the Class Subordination Percentages of all other
Classes (if any) of Subordinate Certificates having higher numerical Class
designations than such Class.

     

    Appraised
Value:  With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be:  (i) the value (or the
lowest value if more than one appraisal is received) thereof as determined by a
Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii)
the purchase price paid for the related Mortgaged Property by the Mortgagor with
the proceeds of the Mortgage Loan; provided, however, that in the case of a
Refinancing Mortgage Loan, such value (or the lowest value if more than one
appraisal is received) of the Mortgaged Property is based solely upon the value
determined by an appraisal or appraisals made for the originator of such
Refinancing Mortgage Loan at the time of origination of such Refinancing
Mortgage Loan by a Qualified Appraiser.

     

    Assessment of
Compliance:  As defined in Section 6.21(a).

     

    Authenticating
Agent:  The Trustee or any authenticating agent appointed by
the Trustee pursuant to Section 6.10 until any successor authenticating agent
for the Certificates is named, and thereafter  “Authenticating Agent”
shall mean any such successor.  The initial Authenticating Agent shall
be the Trustee under this Agreement.

     

    Authorized
Officer:  Any Person who may execute an Officer’s Certificate
on behalf of the Depositor.

     

    Available Distribution
Amount:  With respect to any Distribution Date, the sum of the
following amounts: (i) all scheduled payments of interest (net of the Servicing
Fee and the Trustee Fee) and principal due during the related Due Period,
together with any Advances in respect thereof; (ii) Insurance Proceeds received
during the related Prepayment Period; (iii) Liquidation Proceeds received during
the related Prepayment Period (net of unreimbursed expenses incurred in
connection with a liquidation or foreclosure and unreimbursed Advances and
Servicing Advances, if any); (iv) Subsequent Recoveries received during the
related Prepayment Period; (v) all partial or full Principal Prepayments,
together with any accrued interest thereon, identified as having been received
on the Mortgage Loans during the related Prepayment Period, plus any amounts
received from the Servicer in respect of Prepayment Interest Shortfalls on such
Mortgage Loans; (vi) amounts received with respect to such Distribution Date as
the Substitution Amount and the Purchase Price in respect of a Deleted Mortgage
Loan or a Mortgage Loan purchased by the Originator or the Seller as of such
Distribution Date as a result of a breach of a representation or warranty or by
the Controlling Holder pursuant to Section 2.07; and  (vii) the
Clean-up Call Price paid by the party exercising its right to purchase the
Mortgage Loans and terminate the Trust Fund, if applicable; minus

    


     (A) amounts applied to
reimburse Advances and Servicing Advances previously made and other amounts as
to which the Servicer is entitled to be reimbursed pursuant to the Servicing
Agreement; and


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (B)  the
sum of all related fees, charges and costs, including indemnification amounts
and costs of arbitration (other than the Trustee Fee and amounts required to be
paid by the Trustee from its own funds pursuant to the Custodial Agreement),
payable or reimbursable to the Trustee from the Trust Fund  under this
Agreement and the Custodian under the Custodial Agreement, subject to an
aggregate maximum amount of $300,000 annually (per year from the Closing Date to
the first anniversary of the Closing Date and each subsequent anniversary year
thereafter) to be paid to such parties collectively, in the order claims for
payment of such amounts are received by the Trustee; provided, however, that if
a claim is presented for an amount that, when combined with the amount of prior
claims paid during that year, would exceed $300,000, then only a portion of such
claim will be paid that will make the total amount paid during that year equal
to $300,000 and the excess remaining unpaid, together with any additional claims
received during that year, will be deferred until the following anniversary year
and if the total amount of such deferred claims exceeds $300,000 then payment in
such following anniversary year (and each subsequent anniversary year as may be
needed until such deferred claims are paid in full) shall be apportioned between
the Trustee and the Custodian, in proportion to the aggregate amount of deferred
claims submitted as of the last day of the prior year.

    


    Back-Up
Certificate:  As defined in Section 6.20(e).

     

    Bankruptcy:  As
to any Person, the making of an assignment for the benefit of creditors, the
filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or
insolvent, the entry of an order for relief in a bankruptcy or insolvency
proceeding, the seeking of reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, or seeking, consenting
to or acquiescing in the appointment of a trustee, receiver or liquidator,
dissolution, or termination, as the case may be, of such Person pursuant to the
provisions of either the Bankruptcy Code or any other similar state
laws.

     

    Bankruptcy
Code:  The United States Bankruptcy Code, as
amended.

     

    Benefit Plan
Opinion:  An Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that any proposed transfer will not (i) cause the assets
of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor
or the Trustee.

     

    Book-Entry
Certificates:  Beneficial interests in Certificates designated
as “Book-Entry Certificates” in this Agreement, ownership and transfers of which
shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the occurrence of
a Book-Entry Termination whereupon book-entry registration and transfer are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.”  As of the Closing Date, the following Classes of
Certificates constitute Book-Entry Certificates:  Class A-1, Class
A-IO, Class B-1, Class B-2, Class B-3 and Class B-4.

    


                Book-Entry
Termination:  As
defined in Section 3.09(c).

     

    Business
Day:  Any day other than (i) a Saturday or a Sunday, (ii) a
legal holiday in the States of California, Maryland, Minnesota, Missouri or New
York, (iii) a day on which banking institutions in the States of New York,
Missouri or California are authorized or obligated by law or executive order to
be closed or (iv) a day on which the New York Stock Exchange or the Federal
Reserve Bank of New York is closed.

    


    Certificate:  Any
one of the certificates signed by the Trustee and authenticated by the Trustee
as Authenticating Agent in substantially the forms attached hereto as Exhibit
A.

     

    Certificate Interest
Rate:  With respect to each Class of Certificates and any
Distribution Date, the applicable per annum rate described in the Preliminary
Statement to this Agreement.

     

    Certificate
Owner:  With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency).


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    Certificate Principal
Amount:  With respect to any Certificate (other than an
Interest-Only Certificate), at the time of determination, the maximum specified
dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the initial principal amount set forth on
the face of such Certificate, less (i) the amount of
all principal distributions previously made with respect to such Certificate;
(ii) the principal portion of all Realized Losses previously allocated to
such Certificate; and (iii) any Certificate Writedown Amount previously
allocated to such Certificate; provided, however, that on
any Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Certificate then outstanding to which a
Realized Loss amount has been applied will be increased sequentially, in order
of seniority, by an amount equal to the lesser of (A) the principal portion of
any Realized Loss amount previously allocated to that Certificate to the extent
not previously recovered and (B) the principal portion of any Subsequent
Recovery allocable to such Certificate after application (for this purpose) to
more senior Classes of Certificates pursuant to this Agreement; and provided further that on any
Distribution Date on which the Aggregate Stated Principal Balance of the
Mortgage Loans exceeds the aggregate Certificate Principal Amount, the
Certificate Principal Amount of the Certificates with the lowest payment
priority, including any Certificates whose Certificate Principal Amount has been
reduced to zero, will be increased, up to the principal portion of any Realized
Loss amounts previously allocated to those Certificates and not
recovered.  For purposes of Article V hereof, unless specifically
provided to the contrary, Certificate Principal Amounts shall be determined as
of the close of business of the immediately preceding Distribution Date, after
giving effect to all distributions made on such date.  The
Interest-Only Certificates are issued without Certificate Principal
Amounts.

     

    Certificate Register and
Certificate Registrar:  The register maintained and the
registrar appointed pursuant to Section 3.02.  The Trustee will act as
the initial Certificate Registrar.

    


    Certificate Writedown
Amount:  The amount by which the aggregate Certificate
Principal Amount of all the Certificates (other than the Interest-Only
Certificates) on any Distribution Date (after giving effect to distributions of
principal and allocations of Realized Losses on that Distribution Date) exceeds
the Aggregate Stated Principal Balance of the Mortgage Loans for the
Distribution Date.

     

    Certificateholder:  The
meaning provided in the definition of “Holder.”

     

    Civil Relief
Act:  The Servicemembers Civil Relief Act, as amended, or any
similar state or local law.

     

    Class:  Collectively,
Certificates bearing the same class designation.  In the case of the
Lower-Tier REMIC, the term “Class” refers to all Lower-Tier Interests having the
same alphanumeric designation.

     

    Class LT-R
Certificate:  The Class LT-R Certificate executed by the
Trustee and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed as Exhibit A and evidencing ownership of the
LT-R Interest.

     

    Class R
Certificate:  The Class R Certificate executed by the Trustee,
and authenticated and delivered by the Authenticating Agent, substantially in
the form annexed hereto as Exhibit A, and evidencing the ownership of the sole
residual interest in the Upper-Tier REMIC.

    


    Class Notional
Amount:  With respect to the Interest-Only Certificates, the
applicable class notional amount calculated as provided in the Preliminary
Statement to this Agreement.

     

    Class Principal
Amount:  With respect to each Class of Certificates (other than
an Interest-Only Certificate), the aggregate of the Certificate Principal
Amounts of all Certificates of such Class at the date of
determination.  With respect to any Lower-Tier Interest, the initial
Class Principal Amount as shown or described in the table set forth in the
Preliminary Statement to this Agreement for the Lower-Tier REMIC, as reduced by
principal distributed with respect to such Lower-Tier Interest and Realized
Losses allocated to such Lower-Tier Interest at the date of
determination.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    Class Subordination
Percentage:  With respect to each Class of Subordinate
Certificates, for each Distribution Date, the percentage obtained by dividing
the Class Principal Amount of such Class immediately prior to such Distribution
Date by the aggregate of the Class Principal Amounts of all Classes of
Certificates (other than the Class A-IO Certificates) immediately prior to such
Distribution Date.

     

    Clean-up Call: The
optional purchase of the Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund on any date on which the Aggregate
Stated Principal Balance is less than 10% or 5%, as applicable, of the Aggregate
Stated Principal Balance as of the Cut-off Date, in accordance with the
Servicing Agreement or Section 7.01(d) of this Agreement.

    


    Clean-up Call Price:
The price paid by the party in exercising the Clean-up Call pursuant to the
Servicing Agreement or Section 7.01(d) of this Agreement, which is equal to the
sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage
Loans plus accrued interest thereon, to, but not including, the first day of the
month in which the Clean-up Call Price is to be distributed and (ii) the fair
market value of any REO Property; provided, however, that such purchase price
may be increased as is necessary, as determined by the Depositor, to avoid
disqualification of any REMIC created under this Agreement as a
REMIC.

    


    Clearing
Agency:  An organization registered as a “clearing agency”
pursuant to Section 17A of the Exchange Act.  As of the Closing
Date, the Clearing Agency shall be The Depository Trust Company.

     

    Clearing Agency
Participant:  A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     

    Closing
Date:  April 28, 2010.

     

    Code:  The
Internal Revenue Code of 1986, as amended, and as it may be further amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
Treasury regulations issued pursuant thereto in temporary or final
form.

     

    Commission:  U.S.
Securities and Exchange Commission.

      

    Compensating Interest
Payment: As to any Distribution Date, the lesser of (1) the Servicing Fee
for such date and (2) any Prepayment Interest Shortfall for such
date.

    


    Controlling
Holder:  At any time, any Affiliate of the Depositor other than
the Seller, so long as such entity is the Holder of the majority of the Class
Principal Amount of the most subordinate Class of Certificates then outstanding
with a Class Principal Amount greater than zero; if an Affiliate of the
Depositor other than the Seller is no longer the Holder of such Certificates,
then no entity will have any rights under this Agreement as a Controlling
Holder.  Neither the Depositor nor the Seller shall be a Controlling
Holder.  Redwood Trust, Inc. shall be the initial Controlling
Holder.

    


    Cooperative
Corporation:  The entity that holds title (fee or an acceptable
leasehold estate) to the real property and improvements constituting the
Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

     

    Cooperative
Loan:  Any Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease.

     

    Cooperative
Property:  The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the shares of the Cooperative
Corporation.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    Cooperative
Shares:  Shares issued by a Cooperative
Corporation.

     

    Corporate Trust
Office:  With respect to the Trustee, the principal corporate
trust office of the Trustee located at 9062 Old Annapolis Road, Columbia,
Maryland 21045, electronic mail address: g=cts-spg-team-a-5@wellsfargo.com,
Attention: Client Manager — Sequoia Mortgage Trust 2010-H1, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Servicer or the principal corporate
trust office of any successor Trustee.  With respect to the
Certificate Registrar and presentment of Certificates for registration of
transfer, exchange or final payment, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479, Attention:  Corporate Trust
Services — Sequoia Mortgage Trust 2010-H1.

     

    Corresponding Class of
Certificates:  With respect to each Lower-Tier Interest, the
Class or Classes of Certificates appearing opposite such Lower-Tier Interest, as
described in the Preliminary Statement to this Agreement.

     

    Credit Support Depletion
Date:  The first Distribution Date, if any, on which the
aggregate of the Class Principal Amounts of the Subordinate Certificates has
been reduced to zero.

     

    Current
Interest:  With respect to each Class of Certificates and any
Distribution Date, the aggregate amount of interest accrued at the applicable
Certificate Interest Rate during the related Accrual Period on the Class
Principal Amount or Class Notional Amount, as applicable, of such Class
immediately prior to such Distribution Date.

     

    Custodial
Accounts:  Each Custodial Account (other than an Escrow
Account) established and maintained by the Servicer pursuant to the Servicing
Agreement with respect to the Mortgage Loans.

    


    Custodial Agreement:
The Custodial Agreement, dated as of April 1, 2010, among the Depositor, the
Seller, the Trustee and Wells Fargo Bank, N.A., as Custodian, as amended from
time to time.  A copy of the Custodial Agreement is attached hereto as
Exhibit D.

     

    Custodian:  A
Person who is at anytime appointed by the Trustee and the Depositor as a
custodian of all or a portion of the Mortgage Documents and the related Trustee
Mortgage Files and listed on the Mortgage Loan Schedule as the Custodian of such
Mortgage Documents and related Trustee Mortgage Files.  The initial
Custodian is Wells Fargo Bank, N.A.

     

    Cut-off
Date:  April 1, 2010.

     

    Debt Service
Reduction:  With respect to any Mortgage Loan, a reduction in
the Scheduled Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any reduction that results in a permanent forgiveness of principal.

     

    Defective Mortgage
Loan:  The meaning specified in Section 2.04.

     

    Deficient
Valuation:  With respect to any Mortgage Loan, a valuation of
the related Mortgaged Property by a court of competent jurisdiction 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
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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    Definitive
Certificate:  A Certificate of any Class issued in definitive,
fully registered, certificated form, which shall initially be the Class LT-R and
Class R Certificates.

     

    Deleted Mortgage
Loan:  A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan in accordance with the Servicing
Agreement.

     

    Delinquent:  Any
Mortgage Loan with respect to which the Scheduled Payment due on a Due Date is
not received, based on the Mortgage Bankers Association method of calculating
delinquency.

     

    Depositor:  Sequoia
Residential Funding, Inc., a Delaware corporation having its principal place of
business in California, or its successors in interest.

     

    Determination
Date:  With respect to each Distribution Date, the 16th day of
the month in which such Distribution Date occurs, or, if such 16th day is not a
Business Day, the next succeeding Business Day.

     

    Disqualified
Organization:  A “disqualified organization” as defined in
Section 860E(e)(5) of the Code.

     

    Distribution
Account:  The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.01.  Funds in the Distribution
Account (exclusive of any earnings on investments made with funds deposited in
the Distribution Account) shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement.

     

    Distribution
Date:  The 25th day of each month or, if such 25th day is not a
Business Day, the next succeeding Business Day, commencing in May
2010.

     

    Distribution Date
Statement:  As defined in Section 4.02.

     

    Due
Date:  With respect to any Mortgage Loan, the date on which a
Scheduled Payment is due under the related Mortgage Note as indicated in the
Servicing Agreement, exclusive of any days of grace.

     

    Due
Period:  As to any Distribution Date, the period beginning on
the second day of the calendar month preceding the month in which such
Distribution Date occurs, and ending on the first day of the calendar month in
which such Distribution Date occurs.

     

    Eligible
Account:  Any of (i) 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 the Rating Agency at the time any amounts are held on
deposit therein, or (ii) any other account acceptable to the Rating Agency.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee or the Paying
Agent.  If the short-term credit rating of the depository institution
or trust company that maintains the account or accounts is downgraded below
"P-1" by Moody's, the funds on deposit therewith in connection with this
transaction shall be transferred to an Eligible Account within 30 days of such
downgrade.

     

    Eligible
Investments:  At any time, any one or more of the following
obligations and securities:


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    
 

    (i)           direct
obligations of, and obligations fully guaranteed by the United States of America
or any agency or instrumentality of the United States of America the obligations
of which are backed by the full faith and credit of the United States of
America;

    


    (ii)          (a)
demand or time deposits, federal funds or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the
commercial paper and/or the short-term deposit rating and/or the long-term
unsecured debt obligations or deposits of such depository institution or trust
company at the time of such investment or contractual commitment providing for
such investment are rated in one of the two highest rating categories by the
Rating Agency for
long-term unsecured debt or at least “P-1” with respect to short-term
obligations and (b) any other demand or time deposit or certificate of
deposit that is fully insured by the FDIC;

    


    (iii)         repurchase
obligations with a term not to exceed thirty (30) days and with respect to any
security described in clause (i)  above and entered into with a
depository institution or trust company (acting as principal) described in
clause (ii)(a) above;

    


    (iv)         securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof that are
rated in one of the two highest rating categories by the Rating Agency for
long-term unsecured debt or at least “P-1” with respect to short-term
obligations, in each case at the time of such investment or
contractual commitment providing for such investment; provided, however, that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investments therein will cause the then outstanding principal
amount of securities issued by such corporation and held as Eligible Investments
to exceed 10% of the aggregate outstanding principal balances of all of the
Mortgage Loans and Eligible Investments;

    


    (v)          commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than one year after the date of issuance thereof) that is rated at least
“P-1” by the Rating Agency at the time of such investment;

    


    (vi)         any
other demand, money market or time deposit, obligation, security or investment
as may be acceptable to the Rating Agency as evidenced in writing by such Rating
Agency; and

    


    (vii)        any
money market funds rated in one of the two highest rating categories by the
Rating Agency for
long-term unsecured debt or at least “P-1” with respect to short-term
obligations, including any such fund managed or advised by the Trustee or
any of its Affiliates;

    


    provided, however, that no
instrument or security shall be a Eligible Investment if such instrument or
security evidences a right to receive only interest payments with respect to the
obligations underlying such instrument or if such security provides for payment
of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a
price greater than par.

    


    ERISA:  The
Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA-Qualifying
Underwriting:  A best efforts or firm commitment underwriting
or private placement that meets the requirements of an Underwriter’s
Exemption.

     

    ERISA-Restricted
Certificate:  The Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, B-3 or Class B-4 Certificates and any Certificate that does not
satisfy the applicable rating requirement under the Underwriter’s
Exemption.

     

    Escrow
Account:  As defined in Section 1.01 of the Servicing
Agreement.

     

    Event of
Default:  Any one of the conditions or circumstances enumerated
as an “Event of Default” under the Servicing Agreement.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    Exception
Report:  As defined in the Custodial Agreement.

    


    Exchange
Act:  The Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.

     

    Fannie
Mae:  Fannie Mae or any successor thereto.

     

    FDIC:  The
Federal Deposit Insurance Corporation or any successor thereto.

     

    FIRREA:  The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended
and in effect from time to time.

    


    Form 8-K Disclosure
Information:  As defined in Section 6.20(c)(i).

     

    Freddie
Mac:  Freddie Mac, or any successor thereto.

    


    Holder or
Certificateholder:  The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Trustee or the Servicer, or any
Affiliate of the Trustee or the Servicer shall be deemed not to be outstanding
in determining whether the requisite percentage necessary to effect any such
consent has been obtained, and, in determining whether the Trustee shall be
protected in relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be
disregarded.  The Trustee and the Certificate Registrar may request
and conclusively rely on certifications by the Servicer in determining whether
any Certificates are registered to an Affiliate of the Servicer.

     

    Home Valuation Code of
Conduct:  The Home Valuation Code of Conduct effective as of May 1,
2009, as amended and in effect from time to time.

    


    HUD:  The
United States Department of Housing and Urban Development, or any successor
thereto.

     

    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:  As
to each Mortgage Loan, the index from time to time in effect for adjustment of
the Mortgage Rate as set forth as such on the related Mortgage
Note.

      

    Insurance
Policy:  With respect to any Mortgage Loan, any insurance
policy, including all names and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.

     

    Insurance
Proceeds:  Proceeds paid by any Insurance Policy (excluding
proceeds required to be applied to the restoration and repair of the related
Mortgaged Property or released to the Mortgagor), in each case other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses.

     

    Insured
Expenses:   Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    Interest Distribution
Amount:  For each Class of Certificates on any Distribution
Date, the Current Interest for such Class as reduced by such Class’s share of
Net Prepayment Interest Shortfalls and Relief Act Shortfalls, which shall be
allocated to each Class on a pro rata basis based on the amount of Current
Interest payable to each such Class.  

     

    Interest-Only
Certificates:  The Class A-IO Certificates.

     

    Interest
Shortfall:  As to any Class of Certificates and any
Distribution Date, the amount by which (i) the Interest Distribution Amount for
such Class on such Distribution Date and all prior Distribution Dates exceeds
(ii) amounts distributed in respect of interest to such Class on prior
Distribution Dates.

      

    Latest Possible Maturity
Date:  The Distribution Date occurring in February
2040.

     

    Liquidated Mortgage
Loan:  With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) as to which, prior to the close of
business on the Business Day immediately preceding the Due Date, the Servicer
has determined that all recoverable Liquidation Proceeds and Insurance Proceeds
have been received.

     

    Liquidation
Proceeds:  Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO
Property.

     

    Loan-To-Value
Ratio:  With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.

     

    Lower-Tier
Interest:  Any one of the interests in the Lower-Tier REMIC as
described in the Preliminary Statement to this Agreement.

     

    Lower-Tier
REMIC:  As described in the Preliminary Statement to this
Agreement.

     

    LT-R
Interest:  The residual interest in the Lower-Tier REMIC, as
described in the Preliminary Statement to this Agreement.

     

    Margin:  As
to each Mortgage Loan, the percentage amount set forth on the related Mortgage
Note added to the Index in calculating the Mortgage Rate thereon.

     

    Maximum
Rate:  As to any Mortgage Loan, the maximum rate set forth on
the related Mortgage Note at which interest can accrue on such Mortgage
Loan.

     

    Moody’s:  Moody’s
Investors Service, Inc., or any successor in interest.

     

    Mortgage:  A
mortgage, deed of trust or other instrument creating a first lien on, or first
priority ownership interest in, an estate in fee simple in real property
securing a Mortgage Note, together with improvements thereto.

     

    Mortgage
Documents:  With respect to each Mortgage Loan, the mortgage
documents required to be delivered to the Custodian pursuant to the Custodial
Agreement.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    Mortgage
Loan:  A Mortgage and the related Mortgage Note or other
evidences of indebtedness secured by each such Mortgage conveyed, transferred,
sold, assigned to or deposited with the Trustee pursuant to Section 2.01
(including any Qualified Substitute Mortgage Loan and REO Property), including
without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as
amended from time to time.

     

    Mortgage Loan Purchase and
Sale Agreement:  The mortgage loan purchase and sale agreement,
dated as of April 28, 2010, between the Seller and the Depositor.

     

    Mortgage Loan
Schedule:  The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan, as such schedule may be amended by the
Depositor or the Servicer from time to time to reflect the addition of Qualified
Substitute Mortgage Loans to, or the deletion of Deleted Mortgage Loans from,
the Trust Fund. 

     

    Mortgage
Note:  The original executed note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage under a Mortgage
Loan.

      

    Mortgaged
Property:  The underlying property securing a Mortgage Loan
which, with respect to a Cooperative Loan, is the related Cooperative Shares and
Proprietary Lease.

     

    Mortgage
Rate:  As to any Mortgage Loan and any Distribution Date, the
annual rate of interest borne by the related Mortgage Note as of the related Due
Date, taking into account any Servicing Modification or other amendments to the
Mortgage Note.

     

    Mortgagor:  The
obligor on a Mortgage Note.

     

    Net Liquidation
Proceeds:  With respect to any Liquidated Mortgage Loan or any
other disposition of related Mortgaged Property, the related Liquidation
Proceeds net of Advances, Servicing Advances, Servicing Fees and any other
accrued and unpaid servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.

     

    Net Mortgage
Rate:  With respect to any Mortgage Loan and any Distribution
Date, the related Mortgage Rate as of the Due Date in the month preceding the
month of such Distribution Date reduced by the Aggregate Expense
Rate.

     

    Net Prepayment Interest
Shortfall:  With respect to any Mortgage Loan and any
Distribution Date, the amount by which any Prepayment Interest Shortfall for the
related Due Period exceeds the amount of Compensating Interest Payment paid by
the Servicer in respect of such shortfall for such Due Period.

      

    Net WAC Rate: With
respect to any Distribution Date, the weighted average of the Net Mortgage Rates
for all the Mortgage Loans as of the first day of the calendar month immediately
preceding the calendar month of that Distribution Date, weighted on the basis of
their Stated Principal Balances.

    


    Non-Book-Entry
Certificate:  Any Certificate other than a Book-Entry
Certificate.

     

    Non-permitted Foreign
Holder:  As defined in Section 3.03(f).

     

    Nonrecoverable
Advance:  Any portion of an Advance or Servicing Advance
previously made or proposed to be made by the Servicer (as certified in an
Officer’s Certificate of the Servicer), which in the good faith judgment of the
Servicer, shall not be ultimately recoverable by the Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise.

     

    Non-Upper-Tier
REMIC:  As defined in Section 9.01(d).


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    Non-U.S.
Person:  Any person other than a “United States person” within
the meaning of Section 7701(a)(30) of the Code.

     

    Notional
Amount:  With respect to an Interest-Only Certificate and any
Distribution Date, such Certificate’s Percentage Interest of the Class Notional
Amount of such Class of Certificates for such Distribution Date.

     

    Officer’s
Certificate:  A certificate signed by two Authorized Officers
of the Depositor and delivered to the Trustee, as provided in this
Agreement.

     

    Officer’s Certificate of the
Servicer:  A certificate signed by the Chairman of the Board or
the Vice Chairman of the Board or the President, a Senior Vice President or a
Vice President (however denominated), and by the Treasurer, the Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the Servicer, or by
other duly authorized officers or agents of the Servicer and delivered to the
Trustee, as required hereby.

     

    Opinion of Counsel: A
written opinion of counsel, reasonably acceptable in form and substance to the
Trustee, and who may be in-house or outside counsel to the Depositor, the
Seller, the Servicer or the Trustee but which must be Independent outside
counsel with respect to any such opinion of counsel concerning the transfer of
any Residual Certificate or concerning certain matters with respect to ERISA or
the taxation, or the federal income tax status, of each REMIC.

    


    Original Applicable Credit
Support Percentage:  With respect to each Class of Subordinate
Certificates, the related Applicable Credit Support Percentage as of the Closing
Date, which shall be equal to the corresponding approximate percentage set forth
in the table below opposite its Class designation:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Class
      B-1

                            	6.50	%
	
                              Class
      B-2

                            	4.00	%
	
                              Class
      B-3

                            	3.00	%
	
                              Class
      B-4

                            	1.25	%


                    

                  

                

              

            

          

        

      

    

     

    Original Subordinate Class
Principal Amount:  The aggregate of the Class Principal Amounts
of the Classes of Subordinate Certificates as of the Closing Date.

     

    Originator:  CitiMortgage,
Inc., as seller under the Servicing Agreement, and any successor
thereto.

    


    Paying
Agent:  Any paying agent appointed pursuant to Section
3.08.  The initial Paying Agent shall be the Trustee under this
Agreement.

     

    Percentage
Interest:  With respect to any Certificate, its percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such
Certificate.  With respect to any Certificate, other than an
Interest-Only Certificate, if applicable, or the Class R Certificates and the
Class LT-R Certificates, the Percentage Interest evidenced thereby shall equal
the initial Certificate Principal Amount thereof divided by the initial Class
Principal Amount of all Certificates of the same Class.  With respect
to each of the Class R Certificates and the Class LT-R Certificates, the
Percentage Interest evidenced thereby shall be as specified on the face thereof,
or otherwise, be equal to 100%.  With respect to an Interest-Only
Certificate, the Percentage Interest evidenced thereby shall equal its initial
Notional Amount as set forth on the face thereof divided by the initial Class
Notional Amount of such Class.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    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.

     

    Plan:  An
employee benefit plan or other retirement arrangement which is subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include “plan assets” of such plan or arrangement under the
Plan Asset Regulations by reason of their investment in the entity.

     

    Plan Asset
Regulations:  The U.S. Department of
Labor regulations set forth in 29 C.F.R. Section 2510.3-101, as modified by
Section 3(42) of ERISA. 

     

    Prepayment Interest
Shortfall:  With respect to a Mortgage Loan and any Distribution
Date, the amount by which interest paid by the related Mortgagor in connection
with a Principal Prepayment on the Mortgage Loan is less than one month’s
interest at the related Mortgage Rate on the Stated Principal Balance of that
Mortgage Loan as of the preceding Distribution Date.

     

    Prepayment
Period:  With respect to each Distribution Date, the calendar
month immediately preceding the month in which the Distribution Date
occurs.

     

    Primary Mortgage Insurance
Policy:  Each policy of primary mortgage guaranty insurance or
any replacement policy therefor with respect to any Mortgage Loan.

     

    Principal Distribution
Amount:  With respect to any Distribution Date, the sum of (a)
the principal portion of each Scheduled Payment (before taking into account any
Deficient Valuations or Debt Service Reductions) due on the related Due Date,
whether or not received, (b) the principal portion of each full
and  partial Principal Prepayment made by a Mortgagor during the
related Prepayment Period; (c) the principal portion of each other unscheduled
collection, including any Subsequent Recoveries, Insurance Proceeds and Net
Liquidation Proceeds (other than with respect to any Mortgage Loan that became a
Liquidated Mortgage Loan during the related Prepayment Period) received during
the related Prepayment Period;  (d) that portion of the purchase price
representing principal of any Mortgage Loans repurchased by the Originator in
accordance with the Servicing Agreement or by the Seller in accordance with
Section 2.04 herein or by the Controlling Holder in accordance with Section 2.07
herein, in each case to the extent received during the related Prepayment
Period; (e) the principal portion of any related Substitution Amount received
during the related Prepayment Period; and (f) on the Distribution Date on which
the Trust Fund is to be terminated pursuant to Article VII hereof, that portion
of the Clean-up Call Price in respect of principal.

     

    Principal Forbearance
Amount: With respect to a Mortgage Loan that was the subject of a
Servicing Modification, the amount of principal of the Mortgage Loan that has
been deferred and that does not accrue interest.

    


    Principal
Prepayment:  Any Mortgagor payment of principal or other
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled Due Date and applied to reduce
the principal balance of the Mortgage Loan in accordance with the terms of the
Mortgage Note or the Servicing Agreement.

     

    Principal Prepayment In
Full:  Any Principal Prepayment of the entire principal balance
of the Mortgage Loans.

    


    Proceeding:  Any
suit in equity, action at law or other judicial or administrative
proceeding.

     

    Proprietary
Lease:  With respect to any Cooperative Property, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    Prospectus:  The
prospectus supplement dated April 23, 2010 and the accompanying prospectus dated
April 22, 2010, relating to the Class A-1, Class R, Class LT-R, Class A-IO,
Class B-1, Class B-2 and Class B-3 Certificates, together with any supplement
thereto.

     

    Purchase
Price:  With respect to any Mortgage Loan, the "Repurchase
Price" as defined in the Servicing Agreement.

     

    Qualified
Appraiser:  With respect to each Mortgage Loan, an appraiser,
duly appointed by the originator, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and such appraiser and the appraisal made by such appraiser both satisfy
the requirements of Fannie Mae or Freddie Mac (including but not limited to the
Home Valuation Code of Conduct with respect to conventional Mortgage Loans) and
Title XI of FIRREA and the regulations promulgated thereunder, all as in effect
on the date the Mortgage Loan was originated.

    


    Qualified Substitute
Mortgage Loan:  A mortgage loan substituted by the Originator
for a Deleted Mortgage Loan in accordance with the Servicing Agreement which
must, on the date of such substitution, (a) have an outstanding principal
balance, after deduction of all scheduled 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 principal balance), not in excess of
the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall will be paid by the Originator and distributed to Trust Fund in the
month of substitution), (b) have a Mortgage Rate equal to the Mortgage Rate of
the Deleted Mortgage Loan or in the case of an Adjustable Rate Mortgage Loan,
have the same Index, a Margin that is not less than the margin of the Deleted
Mortgage Loan and Adjustment Dates that are of the same frequency as those 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) have a Loan-to-Value Ratio at origination no greater than that of the
Deleted Mortgage Loan and (e) comply as of the date of substitution with each
representation and warranty relating to the Mortgage Loans set forth in the
Servicing Agreement.

    


    Rating
Agency:  Moody’s.

     

    Realized
Loss:    (a) With respect to each Liquidated Mortgage
Loan, an amount (not less than zero or more than the Stated Principal Balance of
the Mortgage Loan plus accrued interest) as of the date of such liquidation,
equal to (i) the unpaid principal balance of the Liquidated Mortgage Loan as of
the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced (and not reimbursed)
to Certificateholders up to the Due Date in the month in which Liquidation
Proceeds are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds
received during the month in which such liquidation occurred, to the extent not
previously applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Liquidated Mortgage Loan;

    


    (b) with
respect to each Mortgage Loan that 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;
and

    


    (c) with
respect to each Mortgage Loan that has been the subject of a Servicing
Modification, any principal due on the Mortgage Loan that has been written off
by the Servicer and any Principal Forbearance Amount.

     

    Record
Date:  As to any Distribution Date, the last Business Day of
the month preceding the month of such Distribution Date (or the Closing Date, in
the case of the first Distribution Date).


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    Refinancing Mortgage
Loan:  Any Mortgage Loan originated in connection with the
refinancing of an existing mortgage loan.

     

    Regulation
AB:  Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time,
and subject to such clarifications and interpretations 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.

     

    Relevant Servicing
Criteria:  The Servicing Criteria applicable to each party, as
set forth on Attachment 2 to the Servicing Agreement or Exhibit K with respect
to the Trustee or the Custodian.  Multiple parties can have
responsibility for the same Relevant Servicing Criteria.  With respect
to a Servicing Function Participant engaged by the Servicer, the term “Relevant
Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
applicable to the Servicer.

     

    Relief Act
Shortfalls:  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 Civil Relief Act, the amount, if any, by which (i)
interest collectible on such Mortgage Loan for the most recently ended calendar
month is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.

     

    REMIC:  Each
pool of assets in the Trust Fund designated as a REMIC as described in the
Preliminary Statement to this Agreement.

     

    REMIC
Provisions:  The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at sections
860A through 860G of the Code, and related provisions, and regulations,
including proposed regulations and rulings, and administrative pronouncements
promulgated thereunder, as the foregoing may be in effect from time to
time.

     

    REO
Property:  A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to
the REMIC Provisions.

     

    Reportable
Event:  As defined in Section 6.20(c)(i).

     

    Reporting
Servicer:  As defined in Section 6.20(b)(i).

     

    Residual
Certificate:  The Class LT-R Certificates and the Class R
Certificates.

     

    Responsible
Officer:  With respect to the Trustee or Certificate Registrar,
any officer in the corporate trust department or similar group of the Trustee or
Certificate Registrar with direct responsibility for the administration of this
Agreement and also, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of
and familiarity with the particular subject.

     

    Restricted
Certificate:  Any Class B-3, Class B-4, Class R or Class LT-R
Certificate.

     

    Scheduled
Payment:  The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified in the Servicing Agreement, shall give effect
to any related Debt Service Reduction, any Deficient Valuation and any Servicing
Modification that affects the amount of the monthly payment due on such Mortgage
Loan.

     

    Securities
Act:  The Securities Act of 1933, as amended, and the rules and
regulations thereunder.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    Seller:  RWT
Holdings, Inc., a Delaware corporation.

     

    Senior
Certificate:  Any one of the Class A-1, Class R , Class LT-R or
Class A-IO Certificates, as applicable.

     

    Senior
Percentage:  With respect to each Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Class Principal Amounts of the Class or Classes of Senior Certificates (other
than the Interest-Only Certificates) immediately prior to such Distribution
Date, and the denominator of which is the Aggregate Stated Principal Balance of
all of the Mortgage Loans for such Distribution Date.

     

    Senior Prepayment
Percentage:  With respect to any Distribution Date occurring
before the Distribution Date in May 2017, 100%.  Except as provided
herein, the Senior Prepayment Percentage for any Distribution Date occurring in
or after May 2017 shall be as follows:

    


     (i) in
or after May 2017 to and including April 2018, the Senior Percentage plus 70% of
the Subordinate Percentage for that Distribution Date;

    


    (ii) in
or after May 2018 to and including April 2019, the Senior Percentage plus 60% of
the Subordinate Percentage for that Distribution Date;

    


    (iii) in
or after May 2019 to and including April 2020, the Senior Percentage plus 40% of
the Subordinate Percentage for that Distribution Date;

    


    (iv) in
or after May 2020 to and including April 2021, the Senior Percentage plus 20% of
the Subordinate Percentage for that Distribution Date; and

    


    (v) in
or after May 2021, the Senior Percentage for that Distribution
Date;

    


     provided, however, that there
shall be no reduction in the Senior Prepayment Percentage unless the Step-Down
Test is satisfied; and provided, further, that if on
any such Distribution Date on or after the Distribution Date in May 2017, the
Senior Percentage exceeds the initial Senior Percentage, the Senior Prepayment
Percentage for that Distribution Date shall again equal 100%.

     

    Notwithstanding
the above, if the Two Times Test is satisfied, on any Distribution Date (i)
before the Distribution Date in May 2013, the Senior Prepayment Percentage shall
equal the Senior Percentage for such Distribution Date plus 50% of an amount
equal to the 100% minus the Senior Percentage for such Distribution Date and
(ii) on or after the Distribution Date in May 2013, the Senior Prepayment
Percentage shall equal the Senior Percentage for such Distribution
Date.  In addition, if on any Distribution Date the allocation to the
Senior Certificates then entitled to distributions of principal of full and
partial Principal Prepayments and other amounts in the percentage required above
would reduce the aggregate of the Class Principal Amounts of those Certificates
to below zero, the Senior Prepayment Percentage for such Distribution Date shall
be limited to the percentage necessary to reduce that Class Principal Amount to
zero.

     

    Senior Principal
Distribution Amount:  With respect to the Mortgage Loans and
any Distribution Date, the sum of:

     

    (1)          the
Senior Percentage of all amounts described in clause (a) of the definition of
“Principal Distribution Amount” for that Distribution Date;

     

    (2)          the
Senior Prepayment Percentage of the amounts described in clauses (b), (c), (d),
(e) and (f) of the definition of “Principal Distribution Amount”;
and


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    (3)          with
respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the
related Prepayment Period, the lesser of:

     

    (x)           Net
Liquidation Proceeds allocable to principal received with respect to that
Mortgage Loan; and

    


     (y)      
   the Senior Prepayment Percentage of the Stated Principal
Balance of that Mortgage Loan; and

     

     (4)         any
amounts described in clauses (1) through (3) that remain unpaid with respect to
the Senior Certificates from prior Distribution Dates;

    


    provided,
however, that if on any Distribution Date  the aggregate of the Class
Principal Amounts of the Subordinate Certificates was reduced to less than or
equal to 0.75% of the Stated Principal Balance of the Mortgage Loans as of the
Closing Date, the Senior Principal Distribution Amount for each succeeding
Distribution Date will include all principal collections on the Mortgage Loans
distributable on that Distribution Date, and the Subordinate Principal
Distribution Amount will  be zero, until the aggregate of the Class
Principal Amounts of the Senior Certificates is reduced to zero.

     

    Servicer:  The
Servicer under the Servicing Agreement.

     

    Servicer Compliance
Statement:  The annual compliance statement required to be
delivered pursuant to Section 1.04 of Exhibit N to the Servicing
Agreement.

    


    Servicer
Remittance Date:  The 18th day of each
calendar month after the initial issuance of the Certificates or, if such 18th
day is not a Business Day, the next succeeding Business Day, commencing in May
2010.  

    


    Servicing
Advances:  As defined in the Servicing Agreement.

     

    Servicing
Agreement:  The
Master Mortgage Loan Purchase and Servicing Agreement dated and effective as of
March 1, 2010 between CitiMortgage, Inc. and RWT Holdings, Inc., as it may be
amended or supplemented from time to time as permitted thereunder and as
modified by the Acknowledgment.

    


    Servicing
Criteria:  The criteria set forth in paragraph (d) of Item 1122
of Regulation AB, as such may be amended from time to time.

     

    Servicing
Fee:  As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b)
the Stated Principal Balance of such Mortgage Loan as of the first day of the
related Due Period.

     

    Servicing Fee
Rate:   A per annum rate equal to 0.25%, or such other rate as
may be agreed to by the Trustee pursuant to Section 6.14(d) of this
Agreement.

     

    Servicing Function
Participant:  Any Subservicer or Subcontractor, other than the
Servicer or the Trustee, that is participating in the servicing function within
the meaning of Regulation AB, unless such Person’s activities relate only to 5%
or less of the Mortgage Loans.

     

    Servicing
Modification: Any reduction of the Mortgage Rate on or the outstanding
principal balance of a Mortgage Loan, any extension of the final maturity date
of a Mortgage Loan, any increase to the outstanding principal balance of a
Mortgage Loan by adding to the Stated Principal Balance unpaid principal and
interest and other amounts owing under the Mortgage Loan, any Principal
Forbearance Amount and any other modification, in each case pursuant to a
modification of a Mortgage Loan that is in default or for which, in the judgment
of the Servicer, default is reasonably foreseeable in accordance with the
Servicing Agreement.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    Servicing
Officer:  Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date pursuant to the Servicing
Agreement, as such list may from time to time be amended.

     

    Servicing Transfer
Costs:  All reasonable costs and expenses incurred by the
Trustee in connection with the appointment of a successor servicer and the
transfer of servicing from a predecessor servicer, including, without
limitation, any reasonable costs or expenses associated with the identification
and engagement of a successor servicer, the documentation of the assumption of
servicing by the successor servicer, 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 or other successor servicer to
service the Mortgage Loans properly and effectively.

    


    Startup
Day:  The day designated as such pursuant to Section 9.01(b)
hereof.

     

    Stated Principal
Balance:  As to any Mortgage Loan and date of determination,
the unpaid principal balance of such Mortgage Loan as of the most recent Due
Date as determined by the amortization schedule for the Mortgage Loan at the
time relating thereto (before any adjustment to such amortization schedule by
reason of any moratorium or similar waiver or grace period) after giving effect
to any previous Servicing Modification, Principal Prepayments and related
Liquidation Proceeds allocable to principal and to the payment of principal due
on such Due Date (but not unscheduled Principal Prepayments received on such Due
Date) and irrespective of any delinquency in payment by the related
Mortgagor.

     

    Step-Down
Test:   As to any Distribution Date, the test will be
satisfied if both of the following conditions are met:

    


    First, the aggregate
outstanding principal balance of all Mortgage Loans 60 days or more Delinquent
(including Mortgage Loans in foreclosure, REO or bankruptcy status), Mortgage
Loans subject to a Servicing Modification within the twelve months prior to that
Distribution Date and any Mortgage Loans 90 or more days Delinquent that were
purchased by the Controlling Holder within the 12 months prior to that
Distribution Date, averaged over the preceding six month period, as a percentage
of the aggregate Class Principal Amount of the Subordinate Certificates on such
Distribution Date (without giving effect to any payments on such Distribution
Date), does not equal or exceed 50%; and

    


    Second, cumulative Realized
Losses with respect to the Mortgage Loans do not exceed (a) with respect to each
Distribution Date occurring in the period from May 2017 to and including April
2018, 30% of the Original Subordinate Class Principal Amount, (b) with respect
to each Distribution Date occurring in the period from May 2018 to and including
April 2019, 35% of the Original Subordinate Class Principal Amount, (c) with
respect to each Distribution Date occurring in the period from May 2019 to and
including April 2020, 40% of the Original Subordinate Class Principal Amount,
(d) with respect to each Distribution Date in the period from May 2020 to and
including April 2021, 45% of the Original Subordinate Class Principal Amount and
(e) with respect to the Distribution Date occurring in May 2021 and
thereafter, 50% of the Original Subordinate Class Principal Amount.

      

    Subcontractor:  Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under
the direction or authority of the Servicer (or a Subservicer of the
Servicer).

     

    Subordinate
Certificate:  Any of the Class B-1, Class B-2, Class B-3 or
Class B-4 Certificates.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    Subordinate Class
Percentage:  As to any Distribution Date and any Class of
Subordinate Certificates, a fraction, expressed as a percentage, the numerator
of which is the Class Principal Amount of such Class on such date, and the
denominator of which is the aggregate of the Class Principal Amounts of all
Classes of Subordinate Certificates on such date.

      

    Subordinate
Percentage:  With respect to any Distribution Date, the
difference between 100% and the Senior Percentage for such Distribution
Date.

     

    Subordinate Prepayment
Percentage:  With respect to any Distribution Date, the
difference between 100% and the Senior Prepayment Percentage for that
Distribution Date.

     

    Subordinate Principal
Distribution Amount:  With respect to any Distribution Date and
the Mortgage Loans, an amount equal to the sum of:

     

    (1)           the
Subordinate Percentage of all amounts described in clause (a) of the definition
of “Principal Distribution Amount” for that Distribution Date;

     

    (2)           the
Subordinate Prepayment Percentage of all amounts described in clauses (b), (c),
(d), (e) and (f) of the definition of “Principal Distribution Amount” for that
Distribution Date; and

     

    (3)           with
respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the
related Prepayment Period, the amount of the Net Liquidation Proceeds allocated
to principal received with respect thereto remaining after application thereof
pursuant to clause (3) of the definition of “Senior Principal Distribution
Amount” for that Distribution Date; and

     

    (4)           any
amounts described in clauses (1) through (3) for any previous Distribution Date
that remain unpaid.

    


    Notwithstanding
the above, with respect to each Class of Subordinate Certificates other than the
Class B-1 Certificates, if on any Distribution Date the Class Principal Amount
of that Class and the aggregate of the Class Principal Amount of all Classes of
Subordinate Certificates that have a lower payment priority than that Class was
reduced to less than or equal to 0.75% of the Stated Principal Balance of the
Mortgage Loans as of the Closing Date, the portion of the Subordinate Principal
Distribution Amount otherwise distributable to such Class or Classes on each
succeeding Distribution Date will be allocated among the Subordinate
Certificates with a higher payment priority, pro rata, based on their
respective Class Principal Amounts and the excess, if any, will be included in
the Senior Principal Distribution Amount for such Distribution
Date.  If on any Distribution Date the aggregate of the Class
Principal Amounts of the Subordinate Certificates was reduced to less than or
equal to 0.75% of the Stated Principal Balance of the Mortgage Loans as of the
Closing Date, the Senior Principal Distribution Amount on each succeeding
Distribution Date will include all principal collections on the Mortgage Loans
on that Distribution Date, and the Subordinate Principal Distribution Amount
will  be zero, until the aggregate of the Class Principal Amounts of
the Senior Certificates is reduced to zero, then to the Subordinate Certificates
then outstanding, sequentially in order of payment priority, until the Class
Principal Amount of each such Certificate is reduced to zero.

     

    Subsequent
Recovery:  Any amount recovered by the Servicer (i) with
respect to a Liquidated Mortgage Loan (after reimbursement of any unreimbursed
Advances or expenses of the Servicer) with respect to which a Realized Loss was
incurred after the liquidation or disposition of such Mortgage Loan or (ii) as a
Principal Forbearance Amount.

     

    Subservicer:  Any
Person that (i) services Mortgage Loans on behalf of the Servicer, and (ii) is
responsible for the performance (whether directly or through sub-servicers or
Subcontractors) of Servicing functions required to be performed under this
Agreement, the Servicing Agreement or any sub-servicing agreement that are
identified in Item 1122(d) of Regulation AB.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    Substitution
Amount:  For any month in which the Originator substitutes one
or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans pursuant to the Servicing Agreement, the amount by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated
Principal Balance of the Qualified Substitute Mortgage Loans, together with one
month's interest at the applicable Net Mortgage Rate.

     

    Tax Matters
Person:  With respect to each of the Lower Tier REMIC and the
Upper Tier REMIC, the “tax matters person” as specified in the REMIC Provisions
which shall initially be the party described as such in Section
9.01(k).

     

    Trust
Fund:  The corpus of the trust created pursuant to this
Agreement, consisting of the Mortgage Loans and all interest and principal
received thereon after the Cut-off Date (other than Scheduled Payments due on or
prior to the Cut-off Date), the rights of the Seller and the Depositor assigned
to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and
Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Custodial Accounts
and the Distribution Account and property that secured a Mortgage
Loan.

     

    Trustee:  Wells
Fargo Bank, N.A., a national banking association organized and existing under
the laws of the United States of America and any Person succeeding the Trustee
hereunder, or if any successor trustee or any co-trustee shall be appointed as
herein provided, then such successor trustee and such co-trustee, as the case
may be.

     

    Trustee Fee: As to
any Distribution Date, an amount equal to the product of (a) one-twelfth of the
Trustee Fee Rate and (b) the aggregate Stated Principal Balance of the Mortgage
Loans  as of the first day of the related Due Period.

    


    Trustee Fee Rate:
0.0085% per annum.

    


    Trustee Mortgage
Files:  With respect to each Mortgage Loan, the Mortgage
Documents to be retained in the custody and possession of the Trustee or the
Custodian on behalf of the Trustee pursuant to the Custodial
Agreement.

     

    Two Times
Test:  As to any Distribution Date, the test that will be
satisfied if all of the following conditions are satisfied:  (i) the
Subordinate Percentage is at least two times the Subordinate Percentage as of
the Closing Date;  and (ii) the conditions described in clauses first and second of the definition of
"Step Down Test" are satisfied.

     

    UCC:  The
Uniform Commercial Code as enacted in any applicable jurisdiction from time to
time.

      

    Underwriter:  Each
of Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

     

    Underwriter’s
Exemption:  Prohibited Transaction Exemption (“PTE”) 90-88 (58
Fed. Reg. 52899 (1990)), as most recently amended and restated by PTE 2007-5 (72
Fed. Reg. 13130 (March 20, 2007)) or any substantially similar administrative
exemption granted by the U.S. Department of Labor to the
Underwriters.

     

    Underwriting
Agreement:  The Underwriting Agreement, dated April 23, 2010,
among the Seller, the Depositor, Redwood Trust, Inc. and the
Underwriters.

     

    Upper-Tier
REMIC:  As described in the Preliminary Statement to this
Agreement.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    Voting
Interests:  The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement.  At all times during the term of this
Agreement, 98.00% of all Voting Interests shall be allocated to the Class A-1,
Class B-1, Class B-2, Class B-3 and Class B-4 Certificates in proportion to
their respective Certificate Principal Amounts.  At all times during
the term of this Agreement, 1.00% of all Voting Interests shall be allocated to
each of the Class R and Class A-IO Certificates.  Voting Interests
shall be allocated among the Certificates of each Class based on their
Percentage Interests and no Certificate with a principal amount equal to zero
will have any voting rights.  The Class LT-R Certificate shall not
have any voting rights.

     

    Section
1.02    Calculations Respecting 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 and payments to be made to the Trustee as supplied to the
Trustee by the Servicer.  The Trustee shall not be required to
recompute, verify or recalculate the information supplied to it by the
Servicer.

     

    ARTICLE
II

     

    DECLARATION
OF TRUST;

    ISSUANCE
OF CERTIFICATES

     

    Section
2.01    Creation and Declaration of Trust Fund; Conveyance
of Mortgage Loans.

     

    Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
sell, transfer, assign, set over, deposit with and otherwise convey to the
Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all the
right, title and interest of the Depositor in and to the Trust
Fund.  Such conveyance includes, without limitation, (i) the
Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to
all payments of principal and interest received on or with respect to the
Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or
before such date), and all such payments due after such date but received on or
prior to such date and intended by the related Mortgagors to be applied after
such date; (ii) all of the Depositor’s right, title and interest, if any, in and
to all amounts from time to time credited to and the proceeds of the
Distribution Account, any Custodial Accounts or any Escrow Account established
with respect to the Mortgage Loans; (iii) with respect to the Mortgage
Loans, to the extent set forth in the Acknowledgement, the Depositor’s rights
under the Servicing Agreement and all of the Depositor’s rights under the
Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right,
title and interest, if any, in REO Property and the proceeds thereof;
(v) all of the Depositor’s rights under any Insurance Policies related to
the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties; and
the Trustee declares that, subject to the review provided for in Section 2.02,
it has received and shall hold the Trust Fund, as trustee, in trust, for the
benefit and use of the Holders of the Certificates and for the purposes and
subject to the terms and conditions set forth in this Agreement, and,
concurrently with such receipt, has caused to be executed, authenticated and
delivered to or upon the order of the Depositor, in exchange for the Trust Fund,
all of the Certificates in the authorized denominations specified by the
Depositor pursuant to Section 3.01(b).

     

    The
foregoing sale, transfer, assignment, set-over, deposit and conveyance does not
and is not intended to result in the creation or assumption by the Trustee of
any obligation of the Depositor, the Seller or any other Person in connection
with the Mortgage Loans or any other agreement or instrument relating thereto
except as specifically set forth therein.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
the functions of the Trustee with respect to the custody, acceptance and
inspection of the Trustee Mortgage Files and release of Mortgage Documents, and
preparation and delivery of the certifications relating to the Trustee Mortgage
Files shall be performed by the Custodian pursuant to the terms and conditions
of the Custodial Agreement.  In addition, the Trustee is hereby
directed to execute, not in its individual capacity but solely as Trustee
hereunder, and deliver the Acknowledgement and the Custodial
Agreement.

    


    In
connection with such sale, 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 acting on the Trustee's behalf, the Trustee
Mortgage Files.

    


    Section
2.02   Acceptance of Trust Fund by Trustee; Review of
Documentation for Trust Fund. 

     

    (a)           The
Trustee, by execution and delivery hereof, acknowledges receipt by it or by the
Custodian on its behalf of the Trustee Mortgage Files pertaining to the Mortgage
Loans listed on the Mortgage Loan Schedule, subject to review thereof by the
Custodian on behalf of the Trustee in accordance with Section 3.2 of the
Custodial Agreement.  The Custodian, on behalf of the Trustee, will
execute and deliver to the Trustee and the Depositor a Certification and
Exception Report on the Closing Date in the forms required by the Custodial
Agreement.

     

    (b)          Within
270 days after the Closing Date, the Custodian, on behalf of the Trustee, will,
for the benefit of Holders of the Certificates, review each related Trustee
Mortgage File to ascertain that all required documents set forth in the
Custodial Agreement have been received and appear on their face to conform with
the requirements set forth in Sections 3.2 and 3.3 of the Custodial
Agreement.

     

    (c)          Nothing
in this Agreement shall be construed to constitute an assumption by the Trust
Fund, the Trustee, the Custodian or the Certificateholders of any unsatisfied
duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.

     

    (d)          Each
of the parties hereto acknowledges that the Custodian shall perform the
applicable review of the related Mortgage Loans and respective certifications as
provided in the Custodial Agreement.

     

    (e)          Upon
execution of this Agreement, the Depositor hereby delivers to the Trustee and
the Trustee acknowledges receipt of the Acknowledgement, together with the
Servicing Agreement and the Mortgage Loan Purchase and Sale
Agreement.

     

    Section
2.03    Representations and Warranties of the Depositor.
 

     

    (a)          The
Depositor hereby represents and warrants to the Trustee, for the benefit of the
Certificateholders, as of the Closing Date or such other date as is specified,
that:

     

    (i)           the
Depositor is a corporation duly organized, validly existing and in good standing
under the laws governing its creation and existence and has full corporate power
and authority to own its property, to carry on its business as presently
conducted, to enter into and perform its obligations under this Agreement, and
to create the trust pursuant hereto;

     

    (ii)          the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under, any
of the provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Depositor or its properties or the certificate of
incorporation or bylaws of the Depositor;


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (iii)          the
execution, delivery and performance by the Depositor of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental
authority or agency, except such as has been obtained, given, effected or taken
prior to the date hereof;

     

    (iv)          this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the Trustee, constitutes a valid
and binding obligation of the Depositor enforceable against it in accordance
with its terms except as such enforceability may be subject to (A) applicable
bankruptcy and insolvency laws and other similar 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;

     

    (v)           there
are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened or likely to be asserted, against or affecting the
Depositor, before or by any court, administrative agency, arbitrator or
governmental body (A) with respect to any of the transactions contemplated by
this Agreement or (B) with respect to any other matter which in the judgment of
the Depositor will be determined adversely to the Depositor and will if
determined adversely to the Depositor materially and adversely affect it or its
business, assets, operations or condition, financial or otherwise, or adversely
affect its ability to perform its obligations under this Agreement;

     

    (vi)          immediately
prior to the transfer and assignment of the Mortgage Loans to the Trustee, the
Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor
had good and marketable title thereto, and had full right to transfer and sell
each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of
current real property taxes and assessments not yet due and payable and, if the
related Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute, (2) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in which the
related Mortgaged Property is located and specifically referred to in the
lender’s title insurance policy or attorney’s opinion of title and abstract of
title delivered to the originator of such Mortgage Loan, and (3) such other
matters to which like properties are commonly subject which do not, individually
or in the aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage, of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest, and
had full right and authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to this Agreement;

     

    (vii)         This
Agreement creates either a sale or a valid and continuing security interest (as
defined in the UCC), in the Mortgage Loans in favor of the Trustee, which
security interest is prior to all other liens, and is enforceable as such
against creditors of and purchasers from the Depositor;

     

    (viii)       
The Mortgage Notes constitute “instruments” within the meaning of the applicable
UCC;

     

    (ix)           Other
than the security interest granted to the Trustee pursuant to this Agreement,
the Depositor has not pledged, assigned, sold, granted a security interest in,
or otherwise conveyed any of the Mortgage Loans.  The Depositor has
not authorized the filing of and is not aware of any financing statement against
the Depositor that includes a description of the collateral covering the
Mortgage Loans other than a financing statement relating to the security
interest granted to the Trustee hereunder or that has been
terminated.  The Depositor is not aware of any judgment or tax lien
filings against the Depositor;

     

    (x)     
      None of the Mortgage Loans have any marks or
notations indicating that such Mortgage Loans have been pledged, assigned or
otherwise conveyed to any Person other than the Trustee; and

     

    (xi)           The
Depositor has received all consents and approvals required by the terms of the
Mortgage Loans to convey the Mortgage Loans hereunder to the
Trustee.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    The
foregoing representations made in this Section 2.03 shall survive the
termination of this Agreement and shall not be waived by any party
hereto.

     

    Section
2.04    Discovery of Seller Breach; Repurchase of Mortgage
Loans.

     

    (a)           Pursuant
to Section 2 of the Mortgage Loan Purchase and Sale Agreement, the Seller has
(i) represented and warranted as of the Closing Date that, immediately prior to
its transfer of Mortgage Loans under the Mortgage Loan Purchase and Sale
Agreement, the Seller owned and had good, valid and marketable title to the
Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person
and
(ii) made certain other representations and warranties with respect to the
Mortgage Loans, and each of the Depositor and the Trustee intend that the
Mortgage Loans (including any Qualified Substitute Mortgage Loans) included in
the Trust Fund satisfy such representations and warranties.  The
Depositor, for the benefit of the Trustee and the Certificateholders, hereby
assigns any rights it has against the Seller with
respect to such representations and warranties to the Trustee, and
the Seller acknowledges that it has agreed to comply with the provisions of this
Section 2.04 in respect of a breach of any of such representations and
warranties.

     

    It is
understood and agreed that the representations and warranties set forth in
Section 2(b) of the Mortgage Loan Purchase and Sale Agreement shall survive
delivery of the Trustee Mortgage Files and the sale and assignment of each
Mortgage Loan to the Trustee and shall continue throughout the term of this
Agreement.  Upon discovery by the Depositor or the Seller of the
breach by the Seller of any representation or warranty under the Mortgage Loan
Purchase and Sale Agreement in respect of any Mortgage Loan, which materially
adversely affects the value of that Mortgage Loan or the interest therein of the
Certificateholders (a “Defective Mortgage Loan”) (each of such parties hereby
agreeing to give written notice thereof to the Trustee and the other of such
parties), the Trustee, or its designee, shall promptly notify the Depositor in
writing of such breach and request that the Depositor cure or cause the cure of
such breach within 90 days from the earlier of the date that the Depositor
discovered or was notified of such breach, and if the Depositor does not cure or
cause the cure of such breach in all material respects during such period, the
Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase
and Sale Agreement to repurchase that Mortgage Loan from the Trust Fund at the
Purchase Price on or prior to the Determination Date following the expiration of
such 90-day period (subject to Section 2.04(b) below); provided, however, that, in
connection with any such breach that could not reasonably have been cured within
such 90-day period, the Seller shall be required to repurchase the Mortgage Loan
no later than 120 days after its discovery or notice of such breach,, and
provided further, that, if such breach would cause the Mortgage Loan to be other
than a “qualified mortgage” (as defined in the Code), then notwithstanding the
previous provisions of this paragraph, the Seller shall be required to
repurchase the Defective Mortgage Loan within 60 days from the date the defect
was discovered.  The Purchase Price for the repurchased Mortgage Loan
shall be deposited in the Distribution Account, and the Trustee, or its
designee, upon receipt of written certification of such deposit, shall release
to the Seller, the related Trustee Mortgage File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
representation or warranties, as either party shall furnish to the Trustee and
as shall be necessary to vest in such party any Mortgage Loan released pursuant
hereto and the Trustee, or its designee, shall have no further responsibility
with regard to such Trustee Mortgage File (it being understood that the Trustee
shall have no responsibility for determining the sufficiency of such assignment
for its intended purpose).  It is understood and agreed that the
obligation of the Seller to cure, to cause the cure of or to repurchase any
Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy against the such party respecting such omission,
defect or breach available to the Trustee on behalf of the
Certificateholders. Costs and expenses
incurred by the Trustee pursuant to this Section 2.04, to the extent not
reimbursed by the Seller, shall be reimbursed by the Trust Fund, subject to the
limitation in clause (B) of the definition of Available Distribution
Amount.

     

    (b)          The
Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each
Certificateholder harmless against any and all taxes, claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor
and any Certificateholder may sustain in connection with any actions of the
Seller relating to a repurchase of a Mortgage Loan other than in compliance with
the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale
Agreement, to the extent that any such action causes an Adverse REMIC
Event.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    Section
2.05    Obligations in respect of Alleged Breach of
Originator Representations and Warranties.

    


    (a)           If
the Controlling Holder has notified the Trustee that it will not pursue an
action in respect of an alleged breach by the Originator of a representation and
warranty set forth in Section 6.01 of the Servicing Agreement relating to the
characteristics of the Mortgage Loans, then the Trustee will pursue such action
only upon its receipt of  (i) written direction to do so by the
Holders of 66 2/3% of the aggregate Voting Interests of the Class A-1 and Class
A-IO Certificates and (ii) an agreement by Holders directing the Trustee to take
such action to provide in advance to the Trustee funds to pay for any costs and
expenses incurred by the Trustee, and to provide any indemnification reasonably
requested by the Trustee.  In connection with any such action, the
Trustee shall seek reimbursement for the Trustee's costs and expenses from the
Originator under the terms of the Servicing Agreement.  If the Trustee
recovers any such costs and expenses from the Originator, the Trustee will pay
such amounts to the Certificateholders that had provided funds to the Trustee
pursuant to the agreement described in clause (ii) above.  Costs and
expenses incurred by the Trustee pursuant to this Section 2.05(a) shall not be
reimbursed by the Trust Fund.

    


    (b)           If
there is no Controlling Holder under this Agreement, the Trustee shall review or
cause to be reviewed each Mortgage Loan that has been Delinquent for more than
120 days, other than any such Mortgage Loan that was the subject of a previous
arbitration proceeding under the Servicing Agreement,  to review
whether there is evidence of any breaches of the representations and warranties
given by the Originator or Seller occurred.  The Trustee may engage a
third party or Wells Fargo Bank, N.A., to perform such review and report its
findings to the Trustee.  Any such review shall include, at a minimum,
a review as to whether the Mortgage Loan was underwritten in accordance with the
Originator's underwriting standards in effect at the time of origination,
whether the Mortgage Loan was originated in accordance with all applicable laws
and regulations, and whether any fraud may have occurred in connection with the
origination of the Mortgage Loan.   If as a result of such
review, there is evidence that a breach of representation or warranty may have
occurred requiring the Originator or Seller to repurchase the related Mortgage
Loan, then the Trustee will enforce such repurchase obligation, including
participating in an arbitration proceeding pursuant to the Servicing Agreement
if necessary.  Any fees, costs and expenses incurred by the Trustee
pursuant to this Section 2.05(b), to the extent not reimbursed by the Originator
or Seller, as applicable, within ninety days of a written request from the
Trustee, shall be reimbursed by the Trust Fund, subject to the limitation in
clause (B) of the definition of Available Distribution Amount.  In
connection with any such action against the Originator, the Trustee shall seek
reimbursement for the Trustee's fees, costs and expenses from the Originator
under the terms of the Servicing Agreement.  If the Trustee recovers
any such fees, costs and expenses from the Originator, the Trustee will pay such
amounts to the Trust Fund.

    


    (c)           Furthermore,
if there is no Controlling Holder under this Agreement, except as otherwise
specified in Section 2.05(b), the Trustee will pursue an action in respect of an
alleged breach by the Originator of a representation and warranty set forth in
Section 6.01 of the Servicing Agreement relating to the characteristics of the
Mortgage Loans, only upon its receipt of  (i) written direction
to do so by the Holders of more than 50% of the Aggregate Voting Interests of
the Certificates and (ii) an agreement by Holders directing the Trustee to take
such action to provide in advance to the Trustee funds to pay for any costs and
expenses incurred by the Trustee, and to provide any indemnification reasonably
requested by the Trustee.  In connection with any such action, the
Trustee shall seek reimbursement for the Trustee's costs and expenses from the
Originator under the terms of the Servicing Agreement.  If the Trustee
recovers any such costs and expenses from the Originator, the Trustee will pay
such amounts to the Certificateholders that had provided funds to the Trustee
pursuant to the agreement described in clause (ii) above.  Costs and
expenses incurred by the Trustee pursuant to this Section 2.05(c), to the extent
not reimbursed by the Originator or the applicable Certificateholders, shall be
reimbursed by the Trust Fund, subject to the limitation in clause (B) of the
definition of Available Distribution Amount.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    (d)           If the Originator has breached a
representation under the Servicing Agreement stating that a Mortgage Loan is a
"qualified mortgage" (as defined in the REMIC Provisions) and the Originator
fails to repurchase such non-qualified Mortgage Loan within ninety days from the
date the defect was discovered, the Depositor shall use commercially reasonable
efforts to sell such Mortgage Loan for its fair market value, as determined by
the Depositor and which may be less than its outstanding principal balance,
within ninety days from the date the defect was discovered.  The
Trustee will release the applicable Mortgage Loan upon receipt of the sale price
in accordance with the procedures set forth in Section 2.04(a)
hereof.

    


    Section
2.06    Intention of Parties.

     

    (a)           Notwithstanding
any other provision of this Agreement, it is intended by each of the parties
hereto that the conveyance of the Depositor’s right, title and interest in and
to property constituting the Trust Fund pursuant to this Agreement shall
constitute, and shall be construed as, a sale of such property and not a grant
of a security interest to secure a loan or other obligation, so that the Trustee
shall be the owner of the Trust Fund for the benefit of the holders of the
Certificates.

     

    However, in the event that, notwithstanding the
intent of the parties, the Trust Fund is held to be the property of the
Depositor, or if for any other reason this Agreement is held or deemed to create
a security interest in the Trust Fund, then (a) this Agreement shall constitute
a security agreement, and (b) the conveyance provided for in Section 2.01 shall
be deemed to be a grant by the Depositor to the Trustee of, and the Depositor
hereby grants to the Trustee, to secure all of the Depositor’s obligations
hereunder, a security interest in all of the Depositor’s right, title, and
interest, whether now owned or hereafter acquired, in and to (i) the Mortgage
Loans, (ii) all other property in the Trust Fund, (iii) all accounts, chattel
paper, deposit accounts, documents, general intangibles, goods, instruments,
investment property, letter of credit rights, letters of credit, money, and oil,
gas, and other minerals, consisting of, arising from, or relating to, any of the
foregoing, and (iv) all proceeds of the foregoing.

     

    (b)           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 Trust Fund, such security interest
would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this
Agreement.  The Depositor will, at its own expense, make all initial
filings on or about the Closing Date and shall forward a copy of such filing or
filings to the Trustee.  Without limiting the generality of the
foregoing, the Depositor shall prepare and forward for filing, or shall cause to
be forwarded for filing, at the expense of the Depositor, all filings necessary
to maintain the effectiveness of any original filings necessary under the
relevant UCC to perfect the Trustee’s security interest in the Trust Fund,
including without limitation (i) continuation statements, and (ii) 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 Seller or the
Depositor,  or (C) any change under the relevant UCC or other
applicable laws.  Neither of 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 the laws of an additional jurisdiction) without
giving 30 days prior written notice of such action to its immediate and
intermediate transferee, including the Trustee.  Before effecting such
change, 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 immediate and mediate transferees, including the Trustee,
in the Mortgage Loans.  In connection with the transactions
contemplated by this Agreement, each of the Seller and the Depositor authorizes
its immediate or mediate transferee to file in any filing office any initial
financing statements, any amendments to financing statements, any continuation
statements, or any other statements or filings described in this paragraph
(b).


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

    


     Section 2.07    Controlling Holder Purchase Right
and Assumption of Servicing Agreement Rights

     

    (a)           The
Controlling Holder may, at its option, purchase from the Trust Fund any Mortgage
Loan that is 120 days or more Delinquent for a purchase price, determined in
accordance with guidelines adopted by the Controlling Holder, to be the then
fair market value of such Mortgage Loan at the time of purchase, provided that
at the time of repurchase the Mortgage Loan remains Delinquent.  Upon
receipt of such purchase price from the Controlling Holder, the Trustee shall
release the applicable Mortgage Loan to the Controlling Holder in accordance
with the procedures set forth in Section 2.04(a) hereof

    


    (b)           By
its purchase of the applicable Class of Subordinate Certificates, the
Controlling Holder assumes the rights of the Trustee as  “Purchaser”
under the Servicing Agreement as set forth in Section 12(a) of the
Acknowledgement and shall be entitled to exercise such rights in its sole
discretion.  The Depositor, the Controlling Holder and each other
Certificateholder, by its acceptance of any Certificate or any beneficial
ownership interest therein, each acknowledges and agrees that (i) the
Controlling Holder may exercise such rights in such a manner that may not be in
the best interests of all of the Certificateholders, (ii) the Trustee shall have
no liability with respect to any acts or omissions of the Controlling Holder in
the exercise of such rights, and (iii) the Trustee shall have no duty or
obligation to exercise any such rights in the place or stead of the Controlling
Holder (so long as there is a Controlling Holder) or to monitor or oversee the
exercise of any such rights by the Controlling Holder.

    


    (c)           The
Trustee shall cooperate with the Controlling Holder as may be reasonably
necessary for the Controlling Holder to exercise its rights hereunder and under
the Servicing Agreement; provided, however, that, except as otherwise provided
in Section 2.05,  the Trustee shall not be required to take
any  legal action or participate in or facilitate any arbitration
proceeding or other litigation relating to the Mortgage Loans or the obligations
of the Originator or Servicer with respect thereto unless and until it is
directed in writing by the Controlling Holder and it is assured of the recovery
of its expenses from the Controlling Holder.

    


    (d)           The
Controlling Holder shall indemnify the Trustee and hold it harmless from and
against any claim, loss, liability, damage, cost or expense (including, without
limitation, reasonable legal fees and expenses) incurred or expended by the
Trustee (without negligence or willful misconduct on its part) with respect to
claims of a third party arising from any act or omission of the Controlling
Holder in the exercise of its rights as Controlling Holder hereunder and under
the Servicing Agreement.

    


    (e)         
  If  the Controlling Holder transfers its ownership
interest in any Class of Certificates in a manner resulting in there being no
Controlling Holder under this Agreement, it shall so notify the
Trustee.   If the Depositor has actual knowledge that there is no
Controlling Holder under this Agreement, it shall so notify the
Trustee.

    


    ARTICLE
III

     

    THE
CERTIFICATES

     

    Section
3.01    The Certificates. 

     

    (a)           The
Certificates shall be issuable in registered form only and shall be securities
governed by Article 8 of the New York UCC.  The Certificates will be
evidenced by one or more certificates, ownership of which will be held in the
minimum denominations in Certificate Principal Amount or Notional Amount
specified in the Preliminary Statement to this Agreement and in integral
multiples of $1 in excess thereof, or in the Percentage Interests specified in
the Preliminary Statement to this Agreement, as applicable.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

    


    (b)           The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized officer of the Trustee.  Each Certificate
shall, on original issue, be authenticated by the Authenticating Agent upon the
order of the Depositor upon the sale of the Mortgage Loans to the
Trustee  as described in Section 2.01.  No Certificate shall
be entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein, executed by an authorized officer
of the Authenticating Agent, by manual signature, and such certification upon
any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.  All
Certificates shall be dated the date of their
authentication.  

    


    (c)           The
Class B-3, Class B-4, Class R and Class LT-R Certificates are offered and sold
in reliance on the exemption from registration under Rule 144A under the
Securities Act and shall be issued with the applicable legends set forth in
Exhibit A.  The Class-B-3 and Class B-4 Certificates shall be issued
initially as Book-Entry Certificates and the Class R and Class LT-R Certificates
shall be issued only as Definitive Certificates.  

    


    Section
3.02    Registration. 

     

    The
Trustee is hereby appointed, and the Trustee hereby accepts its appointment as,
initial Certificate Registrar in respect of the Certificates and shall maintain
books for the registration and for the transfer of Certificates (the
“Certificate Register”).  The Trustee may appoint a bank or trust
company to act as successor Certificate Registrar.  A registration
book shall be maintained for the Certificates collectively.  The
Certificate Registrar may resign or be discharged or removed and a new successor
may be appointed in accordance with the procedures and requirements set forth in
Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or
removal of the Trustee and the appointment of a successor
Trustee.  The Certificate Registrar may appoint, by a written
instrument delivered to the Holders, any bank or trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided, however, that
the Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment.

     

    Section
3.03    Transfer and Exchange of
Certificates. 

     

    (a)           A
Certificate (other than Book-Entry Certificates which shall be subject to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the Certificate
Registrar duly endorsed or accompanied by an assignment duly executed by such
Holder or his duly authorized attorney in such form as shall be satisfactory to
the Certificate Registrar.  Upon the transfer of any Certificate in
accordance with the preceding sentence, the Trustee shall execute, and the
Authenticating Agent shall authenticate and deliver to the transferee, one or
more new Certificates of the same Class and evidencing, in the aggregate, the
same aggregate Certificate Principal Amount (or Notional Amount) as the
Certificate being transferred.  No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.

     

    (b)           A
Certificate may be exchanged by the Holder thereof for any number of new
Certificates of the same Class, in authorized denominations, representing in the
aggregate the same Certificate Principal Amount (or Notional Amount) as the
Certificate surrendered, upon surrender of the Certificate to be exchanged at
the office of the Certificate Registrar duly endorsed or accompanied by a
written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar.  Certificates delivered upon any such exchange will
evidence the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered.  No service charge shall
be made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates.  Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, and the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    (c)          By
acceptance of a Restricted Certificate, whether upon original issuance or
subsequent transfer, each Holder of such a Certificate acknowledges the
restrictions on the transfer of such Certificate set forth thereon and agrees
that it will transfer such a Certificate only as provided herein.

     

    The
following restrictions shall apply with respect to the transfer and registration
of transfer of a Restricted Certificate to a transferee that takes delivery in
the form of a Definitive Certificate:

     

    (i)           The
Certificate Registrar shall register the transfer of a Restricted Certificate if
the requested transfer is (x) to the Depositor or an affiliate (as defined in
Rule 405 under the Securities Act) of the Depositor or (y) being made to a
“qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the
Securities Act by a transferor that has provided the Certificate Registrar with
a certificate in the form of Exhibit E-1 hereto and has furnished to the
Certificate Registrar a certificate of the transferee in the form of Exhibit E-2
hereto; and

     

     (ii)         The
Certificate Registrar shall register the transfer of a Restricted Certificate if
the requested transfer is being made to an “accredited investor” under
Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person
all of the equity owners in which are such accredited investors, by a transferor
who furnishes to the Certificate Registrar a letter of the transferee
substantially in the form of Exhibit F hereto.

     

    (d)    (i) No transfer of an
ERISA-Restricted Certificate in the form of a Definitive Certificate shall be
made to any Person or shall be effective unless the Certificate Registrar, on
behalf of the Trustee, has received (A) a certificate substantially in the form
of Exhibit G hereto (or Exhibit B, in the case of a Residual Certificate) from
such transferee or (B) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that the purchase and holding of such a Certificate will
not constitute or result in prohibited transactions under Title I of ERISA or
Section 4975 of the Code and will not subject the Certificate Registrar, the
Trustee or the Depositor to any obligation in addition to those undertaken in
this Agreement; provided,
however, that the Certificate Registrar will not require such certificate
or opinion in the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Certificate Registrar has rendered an opinion to the
effect that the purchase and holding of an ERISA-Restricted Certificate by a
Plan or a Person that is purchasing or holding such a Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
Title I of ERISA or Section 4975 of the Code.  Each Transferee of an
ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to
have made the representations set forth in Exhibit G.  The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Certificate Registrar, the Trustee or the
Depositor.

     

    Notwithstanding the foregoing, no
opinion or certificate shall be required for the initial issuance of the
ERISA-Restricted Certificates.  The Certificate Registrar shall have
no obligation to monitor transfers of Book-Entry Certificates that are
ERISA-Restricted Certificates and shall have no liability for transfers of such
Certificates in violation of the transfer restrictions.  The
Certificate Registrar 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 3.03(d) and neither the Trustee nor the Paying Agent
shall have any liability 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
Certificate Registrar in accordance with the foregoing
requirements.  The Trustee shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact a
Plan or a Person acting on behalf of, or an entity holding “plan assets” of, a
Plan any payments made on such ERISA-Restricted Certificate at and after either
such time.  Any such payments so recovered by the Trustee shall be
paid and delivered by the Trustee to the last preceding Holder of such
Certificate that is not such a Plan or Person acting on behalf of, or an entity
holding “plan assets” of, a Plan.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

    


    (ii) If any ERISA-Restricted
Certificate, or any interest therein, is acquired or held in violation of the
provisions of the preceding two paragraphs, then upon receipt by the Certificate
Registrar of written notice that the registration of transfer of such
ERISA-Restricted Certificate was not permitted by this Section 3.03(d), the next
preceding permitted beneficial owner will be treated as the beneficial owner of
that ERISA-Restricted Certificate, retroactive to the date of transfer to the
purported beneficial owner.  Any purported beneficial owner whose
acquisition or holding of an ERISA-Restricted Certificate, or interest therein,
was effected in violation of the provisions of the preceding paragraph shall
indemnify to the extent permitted by law and hold harmless the Depositor and the
Certificate Registrar from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition or
holding.

     

    (e)           As
a condition of the registration of transfer or exchange of any Certificate, the
Certificate Registrar may require the certified taxpayer identification number
of the owner of the Certificate and the payment of a sum sufficient to cover any
tax or other governmental charge imposed in connection therewith; provided, however, that the
Certificate Registrar shall have no obligation to require such payment or to
determine whether or not any such tax or charge may be applicable.  No
service charge shall be made to the Certificateholder for any registration,
transfer or exchange of a Certificate.

     

    (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
Certificate Registrar 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 Certificate Registrar, on behalf of the Trustee, an affidavit in
substantially the form attached hereto as Exhibit B representing and warranting,
among other things, that such transferee is neither a Disqualified Organization,
an agent or nominee acting on behalf of a Disqualified Organization, nor a
Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”),
and the proposed transferor shall deliver to the Certificate Registrar an
affidavit in substantially the form attached hereto as Exhibit C.  In
addition, the Certificate Registrar 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 Certificate
Registrar and the Depositor, that such proposed transferee or, if the proposed
transferee is an agent or nominee, the proposed beneficial owner, is not a
Disqualified Organization, agent or nominee thereof, or a Non-permitted Foreign
Holder.  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.  The Certificate Registrar
and the Trustee shall be under no 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 Paying Agent 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 this
Agreement, so long as the transfer was effected in accordance with this Section
3.03(f), unless a Responsible Officer of the Certificate Registrar 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 Certificate
Registrar shall be entitled, but not obligated, 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
Certificate Registrar shall be paid and delivered to the last preceding Holder
of such Residual Certificate.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    If any
purported transferee shall become a registered Holder of a Residual Certificate
in violation of the provisions of this Section 3.03(f), then upon
receipt  by the Certificate Registrar of written notice that the
registration of transfer of such Residual Certificate was not in fact permitted
by this Section 3.03(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,
the Certificate Registrar and the Trustee 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 3.03(f), or for the Paying Agent 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 3.03(f).

    


    The
following legend shall appear on all Residual Certificates:

    


    ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (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 COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775
OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C)
OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED
ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS
STATUS AS A NON-US PERSON (IFAPPLICABLE). NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS [R] [LT-R] CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS [R]
[LT-R] CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

     

    (g)           Each
Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted
Certificate or Residual Certificate, or an interest therein, by such Holder’s or
Owner’s acceptance thereof, shall be deemed for all purposes to have consented
to the provisions of this section.

    


    (h)  Neither
the Seller nor the Depositor shall be the Holder of any Subordinate
Certificates.

     

    Section 3.04    Cancellation of
Certificates. 

     

    Any
Certificate surrendered for registration of transfer or exchange shall be
cancelled and retained in accordance with normal retention policies with respect
to cancelled certificates maintained by the Trustee or the Certificate
Registrar.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    Section
3.05    Replacement of Certificates. 

     

    If (i)
any Certificate is mutilated and is surrendered to the Certificate Registrar or
(ii) the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and there is delivered to the
Certificate Registrar such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of written notice to the
Certificate Registrar that such destroyed, lost or stolen Certificate has been
acquired by a protected purchaser, the Trustee shall execute and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Certificate Principal Amount.  Upon the issuance of
any new Certificate under this Section 3.05, the Depositor or the Certificate
Registrar 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 Trustee, the Depositor or the
Certificate Registrar) connected therewith.  Any replacement
Certificate issued pursuant to this Section 3.05 shall constitute complete and
indefeasible evidence of ownership in the applicable Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     

    If after
the delivery of such new Certificate, a protected purchaser of the original
Certificate in lieu of which such new Certificate was issued presents for
payment such original Certificate, the Depositor, the Certificate Registrar and
the Trustee or any agent shall be entitled to recover such new Certificate from
the Person to whom it was delivered or any Person taking therefrom, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expenses
incurred by the Depositor, the Certificate Registrar, the Trustee or any agent
in connection therewith.

     

    Section
3.06    Persons Deemed Owners. 

     

    Subject
to the provisions of Section 3.09 with respect to Book-Entry Certificates, the
Depositor, the Trustee, the Certificate Registrar, the Paying Agent and any
agent of any of them shall treat the Person in whose name any Certificate is
registered upon the books of the Certificate Registrar as the owner of such
Certificate for the purpose of receiving distributions pursuant to Sections 5.01
and 5.02 and for all other purposes whatsoever, and none of the Depositor, the
Trustee, the Certificate Registrar, the Paying Agent or any agent of any of them
shall be affected by notice to the contrary.

     

    Section
3.07    Temporary Certificates. 

     

    (a)           Pending
the preparation of definitive Certificates, upon the order of the Depositor, the
Trustee shall execute and the Authenticating Agent shall authenticate and
deliver temporary Certificates that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such variations as the authorized officers executing such
Certificates may determine, as evidenced by their execution of such
Certificates.

     

    (b)           If
temporary Certificates are issued, the Depositor will cause definitive
Certificates to be prepared without unreasonable delay.  After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Certificate Registrar without charge
to the Holder.  Upon surrender for cancellation of any one or more
temporary Certificates, the Trustee shall execute and the Authenticating Agent
shall authenticate and deliver in exchange therefor a like aggregate Certificate
Principal Amount of definitive Certificates of the same Class in the authorized
denominations.  Until so exchanged, the temporary Certificates shall
in all respects be entitled to the same benefits under this Agreement as
definitive Certificates of the same Class.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


    Section
3.08    Appointment of Paying Agent. 

     

    The
Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose of
making distributions to the Certificateholders hereunder.  The Trustee
hereby appoints itself as the initial Paying Agent.  The Trustee shall
cause any Paying Agent, other than itself, to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee that such
Paying Agent will hold all sums held by it for the payment to the
Certificateholders in an Eligible Account (which shall be the Distribution
Account) in trust for the benefit of the Certificateholders entitled thereto
until such sums shall be paid to the Certificateholders.  All funds
remitted by the Trustee to any such Paying Agent for the purpose of making
distributions shall be paid to the Certificateholders on each Distribution Date
and any amounts not so paid shall be returned on such Distribution Date to the
Trustee.  Any Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers.

     

    Section
3.09    Book-Entry Certificates. 

     

    (a)          Each
Class of Book-Entry Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates.  The Book-Entry Certificates shall initially be
registered on the Certificate Register in the name of the nominee of the
Clearing Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate Owner’s interest in the Book-Entry Certificates,
except as provided in Section 3.09(c).  Unless Definitive Certificates
have been issued to Certificate Owners of Book-Entry Certificates pursuant to
Section 3.09(c):

     

    (i)           the
provisions of this Section 3.09 shall be in full force and effect;

     

    (ii)          the
Certificate Registrar, the Paying Agent and the Trustee shall deal with the
Clearing Agency for all purposes (including the making of distributions on the
Book-Entry Certificates) as the authorized representatives of the Certificate
Owners and the Clearing Agency and shall be responsible for crediting the amount
of such distributions to the accounts of such Persons entitled thereto, in
accordance with the Clearing Agency’s normal procedures;

     

    (iii)         to
the extent that the provisions of this Section 3.09 conflict with any other
provisions of this Agreement, the provisions of this Section 3.09 shall control;
and

     

    (iv)         the
rights of Certificate Owners shall be exercised only through the Clearing Agency
and the Clearing Agency Participants and shall be limited to those established
by law and agreements between such Certificate Owners and the Clearing Agency
and/or the Clearing Agency Participants.  Unless and until Definitive
Certificates are issued pursuant to Section 3.09(c), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit distributions of principal of and interest on the
Book-Entry Certificates to such Clearing Agency Participants.

     

    (b)          Whenever
notice or other communication to the Certificateholders is required under this
Agreement, unless and until Definitive Certificates shall have been issued to
Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    (c)           If
(i) (A) the Clearing Agency or the Depositor advises the Paying Agent in writing
that the Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Depositor is unable to locate a qualified successor satisfactory to the
Depositor and the Paying Agent or (ii) after the occurrence of an Event of
Default, Certificate Owners representing beneficial interests aggregating not
less than 50% of the Class Principal Amount of a Class of Book-Entry
Certificates advise the Paying Agent and the Clearing Agency through the
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Certificate Owners of a Class of Book-Entry Certificates (each such event, a
“Book-Entry Termination”), the Certificate Registrar shall notify the Clearing
Agency to effect notification to all Certificate Owners, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners.  Upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Certificate Registrar shall issue the Definitive
Certificates.  None of the Depositor, the Certificate Registrar or the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Certificate
Registrar, to the extent applicable, with respect to such Definitive
Certificates and the Certificate Registrar shall recognize the holders of the
Definitive Certificates as Certificateholders
hereunder.  

    


    ARTICLE
IV

     

    ADMINISTRATION
OF THE TRUST FUND

     

    Section
4.01    Custodial Accounts; Distribution
Account. 

     

    (a)          On
or prior to the Closing Date, the Servicer will be required to establish and
maintain one or more Custodial Accounts, as provided in the Servicing Agreement,
into which all Scheduled Payments and unscheduled payments with respect to the
Mortgage Loans, net of any deductions or reimbursements permitted under the
Servicing Agreement, shall be deposited.  The Servicing Agreement
requires the Servicer to remit to the Trustee, for deposit into the Distribution
Account, all amounts so required to be deposited into such account in accordance
with the terms of the Servicing Agreement.

     

    (b)          The
Trustee, shall establish and maintain an Eligible Account entitled “Distribution
Account of Wells Fargo Bank, N.A., as Trustee for the benefit of Sequoia
Mortgage Trust 2010-H1 Holders of Mortgage Pass-Through
Certificates.”  The Trustee shall, promptly upon receipt from the
Servicer on each Servicer Remittance Date, deposit into the Distribution Account
and retain on deposit until the related Distribution Date the following
amounts:

     

    (i)          the
aggregate of collections with respect to the Mortgage Loans remitted by the
Servicer from the Custodial Accounts in accordance with the Servicing Agreement;
and

     

    (ii)         any
other amounts so required to be deposited in the Distribution Account in the
related Due Period pursuant to this Agreement.

     

    (c)          In
the event the Servicer has remitted in error to the Distribution Account any
amount not required to be remitted in accordance with the definition of
Available Distribution Amount, it may at any time direct the Trustee to withdraw
such amount from the Distribution Account for repayment to the Servicer by
delivery of an Officer’s Certificate of the Servicer to the Trustee which
describes the amount deposited in error.

     

    (d)          On
each Distribution Date and the final Distribution Date of the Certificates in
accordance with Section 7.01, the Trustee, as Paying Agent, shall distribute the
Available Distribution Amount to the Certificateholders and any other parties
entitled thereto in the amounts and priorities set forth in Section
5.02.  The Trustee may, with the consent of the
Depositor,  from time to time withdraw from the Distribution Account
and pay to itself, the Custodian or the Servicer any amounts permitted to be
paid or reimbursed to such Person from funds in the Distribution Account
pursuant to the clauses (A) and (B) of the definition of Available Distribution
Amount.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    (e)          Funds
in the Distribution Account for the period from each Servicer Remittance Date to
the related Distribution Date shall, if invested, be invested in Eligible
Investments selected by the Trustee, which shall mature not later than the
Distribution Date and any such Eligible Investment shall not be sold or disposed
of prior to its maturity.  All such Eligible Investments shall be made
in the name of the Trustee in trust for the benefit of the Trustee and Holders
of the Sequoia Mortgage Trust 2010-H1 Certificates.  All income and
gain realized from any Eligible Investment in the Distribution Account shall be
compensation to the Trustee.  The Trustee shall deposit the amount of
any losses incurred in respect of any such investments out of its own funds,
without any right of reimbursement therefor, immediately as
realized.

     

    Section
4.02   Reports to Certificateholders. 

     

    On each
Distribution Date, the Trustee shall have prepared and shall make available to
each Certificateholder a written report setting forth the following information
(on the basis of Mortgage Loan level information obtained from the Servicer)
(the “Distribution Date Statement”):

     

    (a)          the
amount of the distributions, separately identified, with respect to each Class
of Certificates;

     

    (b)          the
amount of the distributions set forth in clause (a) allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments or
other unscheduled recoveries of principal included in that amount;

     

    (c)          the
amount of the distributions set forth in clause (a) allocable to
interest;

     

    (d)          the
amount of any unpaid Interest Shortfall, Net Prepayment Interest Shortfalls and
Relief Act Shortfalls with respect to each Class of Certificates;

     

    (e)          the
Class Principal Amount of each Class of Certificates (other than the
Interest-Only Certificates) and the Class Notional Amount of the Interest-Only
Certificates, in each case after giving effect to the distribution of principal
on that Distribution Date;

     

    (f)           the
Aggregate Stated Principal Balance of the Mortgage Loans, the Mortgage Rates (in
incremental ranges) and the weighted average remaining term of the Mortgage
Loans, at the beginning and at the end of the related Prepayment
Period;

     

    (g)          the
aggregate Purchase Price deposited into the Distribution Account with respect to
the Mortgage Loans;

     

    (h)          the
Senior Percentage and the Subordinate Percentage for the following Distribution
Date;

     

    (i)          
the Senior Prepayment Percentage and the Subordinate Prepayment Percentage for
the following Distribution Date;

     

    (j)           the
amount of the Servicing Fee paid to or retained by the Servicer and the amount
of the Trustee Fee paid to or retained by the Trustee;

     

    (k)          the
aggregate amount of Advances for the related Due Period;

     

    (l)           the
number and Stated Principal Balance of the Mortgage Loans that were (A)
Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days, (2)
60 to 89 days and (3) 90 or more days, (B) in foreclosure and Delinquent (1) 30
to 59 days, (2) 60 to 89 days and (3) 90 or more days and (C) in bankruptcy as
of the close of business on the last day of the calendar month preceding that
Distribution Date;


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

    


    (m)         the
amount of cash flow received for such Distribution Date, and the sources
thereof;

     

    (n)          for
any Mortgage Loan as to which the related Mortgaged Property was an REO Property
during the preceding calendar month, the principal balance of such Mortgage Loan
as of the close of business on the last day of the related Due
Period;

     

    (o)          the
aggregate number and principal balance of any REO Properties as of the close of
business on the last day of the preceding Due Period;

     

    (p)          the
amount of Realized Losses incurred during the preceding calendar
month;

     

    (q)  
       the cumulative amount of Realized
Losses incurred since the Closing Date;

     

    (r)    
      the Realized Losses, if any, allocated to
each Class of Certificates on that Distribution Date;

     

    (s)          the
Certificate Interest Rate for each Class of Certificates for that Distribution
Date;

     

    (t)           any
Servicing Modifications with respect to any Mortgage Loan during the related Due
Period;

     

    (u)          the
applicable Record Date, Accrual Period and calculation date for each Class of
Certificates and such Distribution Date;

     

    (v)          the
amount on deposit in the Distribution Account as of such Distribution Date
(after giving effect to distributions on such date) and as of the prior
Distribution Date;

    


    (w)         the
nature of any material breach of a representation and warranty relating to the
characteristics of the Mortgage Loans or any transaction covenants;

    


    (x)           the
amount of Advances and Servicing Advances reimbursed during the related Due
Period;

    


    (y)          the
amount of any Subsequent Recoveries; and

    


    (z)           the
amount of any fees, charges and costs paid or reimbursed to the Trustee and the
Custodian from the Distribution Account pursuant to this Agreement or the
Custodial Agreement.

     

    On each
Distribution Date, the Trustee shall provide Bloomberg Financial Markets, L.P.
(“Bloomberg”) CUSIP level factors for each Class of Offered Certificates as
of such Distribution Date, using a format and media mutually acceptable to the
Trustee and Bloomberg.

     

    In
addition to the information listed above, such Distribution Date Statement shall
also include such other information as is required by Form 10-D, including, but
not limited to, the information required by Item 1121 (§229.1121) of Regulation
AB.

     

    The
Trustee shall make such reports, any Form 10-K's and Form 10-D's relating to the
Certificates filed under the Exchange Act and such other loan level information
as the Depositor and the Trustee shall agree available each month via the
Trustee’s website at http://www.ctslink.com.  Assistance in using the
website may be obtained by calling the Trustee’s customer service desk at
1-866-846-4526.  Certificateholders and other parties that are unable
to use the website are entitled to have a paper copy mailed to them via first
class mail by contacting the Trustee and indicating such.  In
preparing or furnishing the foregoing information to the Certificateholders, the
Trustee shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Properties
that has been provided to the Trustee by the Servicer, and the Trustee shall not
be obligated to verify, recompute, reconcile or recalculate any such information
or data.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    Upon
request, within a reasonable period of time after the end of each calendar year,
the Trustee shall cause to be furnished to each Person who at any time during
the calendar year was a Certificateholder, a statement containing the
information listed above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder.  Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in
effect.

     

    Upon the
reasonable advance written request of any Certificateholder that is a savings
and loan, bank or insurance company, the Trustee 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 under the Servicing Agreement, shall use
reasonable efforts to obtain such information and documentation from the
Servicer, and provide) to such Certificateholders such reports and access to
information and documentation regarding the Mortgage Loans as such
Certificateholders 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 Certificates; provided, however, that (i)
such Certificateholders shall pay in advance for the Trustee’s actual expenses
incurred in providing such reports and access and such expenses shall not be
paid by the Trust Fund and (ii) the Trustee shall provide such information and
documentation only to the extent that the Trustee would not be in violation of
any applicable privacy laws.

     

    ARTICLE
V

     

    DISTRIBUTIONS
TO HOLDERS OF CERTIFICATES

     

    Section
5.01    Distributions Generally. 

     

    (a)           Subject
to Section 7.01 respecting the final distribution on the Certificates, on each
Distribution Date the Paying Agent on behalf of the Trustee shall make
distributions in accordance with this Article V. Such distributions shall be
made by check mailed to each Certificateholder’s address as it appears on the
Certificate Register of the Certificate Registrar or, upon written request made
to the Trustee at least five Business Days prior to the related Record Date by
any Certificateholder owning an aggregate initial Certificate Principal Amount
of at least $1,000,000, or in the case of any Class of Interest-Only
Certificates or Residual Certificate, a Percentage Interest of not less than
100%, by wire transfer in immediately available funds to an account specified in
the request and at the expense of such Certificateholder; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Certificate Registrar’s
Corporate Trust Office; provided, further, that the
foregoing provisions shall not apply to any Class of Certificates as long as
such Certificate remains a Book-Entry Certificate in which case all payments
made shall be made through the Clearing Agency and its Clearing Agency
Participants. Wire transfers will be made at the expense of the Holder
requesting such wire transfer by deducting a wire transfer fee from the related
distribution. Notwithstanding such final payment of principal of any of the
Certificates, each Certificate will remain outstanding until the termination of
each REMIC and the payment in full of all other amounts due with respect to the
Certificates and at such time such final payment in retirement of any
Certificate will be made only upon presentation and surrender of such
Certificate at the Certificate Registrar’s Corporate Trust Office. If any
payment required to be made on the Certificates is to be made on a day that is
not a Business Day, then such payment will be made on the next succeeding
Business Day.

     

    (b)           All
distributions or allocations made with respect to the Certificateholders within
each Class on each Distribution Date shall be allocated among the outstanding
Certificates in such Class equally in proportion to their respective initial
Class Principal Amounts or initial Class Notional Amounts (or Percentage
Interests).


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

    


    Section
5.02    Distributions from the Distribution
Account.

     

    (a)          Subject
to Sections 5.02(b) and (c), on each Distribution Date, the Available
Distribution Amount, to the extent received by the Trustee, shall be withdrawn
by the Trustee from funds in the Distribution Account and allocated among the
Classes of Senior Certificates and Subordinate Certificates in the following
order of priority:

     

    (i)           To
the payment of the Interest Distribution Amount and any outstanding Interest
Shortfalls on the Class A-1, Class R and Class LT-R Certificates, pro rata, based on the amount
of interest to which each such Class is entitled and then to the Class A-IO
Certificates, the Interest Distribution Amount for such date and Class and any
outstanding Interest Shortfalls for such date and Class;

     

    (ii)          Sequentially
to the Class LT-R Certificates, the Class R Certificates and the Class A-1
Certificates, in that order, the Senior Principal Distribution Amount, until
their respective Class Principal Amounts have been reduced to zero;

      

    (iii)         to
the Class B-1 Certificates, the Interest Distribution Amount and any outstanding
Interest Shortfalls, in each case, for such Class on such date;

     

    (iv)         to
the Class B-1 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount, until its Class Principal
Amount has been reduced to zero;

     

    (v)          to
the Class B-2 Certificates, the Interest Distribution Amount and any outstanding
Interest Shortfalls, in each case, for such Class on such date;

     

    (vi)         to
the Class B-2 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount, until its Class Principal
Amount has been reduced to zero;

     

    (vii)        to
the Class B-3 Certificates, the Interest Distribution Amount and any outstanding
Interest Shortfalls, in each case, for such Class on such date;

     

    (viii)       to
the Class B-3 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount, until its Class Principal
Amount has been reduced to zero;

     

    (ix)      
   to the Class B-4 Certificates, the Interest Distribution
Amount and any outstanding Interest Shortfalls, in each case, for such Class on
such date;

     

    (x)           to
the Class B-4 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount, until its Class Principal
Amount has been reduced to zero; and

     

    (xi)          To
the Class LT-R Certificates and the Class R Certificates, any remaining amount
of the Available Distribution Amount allocated as provided in Section
5.02(d).

      

    (b)          On
each Distribution Date on and after the Credit Support Depletion Date, the
Available Distribution Amount shall be distributed to the remaining Senior
Certificates, first, to
pay the Interest Distribution Amount and any accrued but unpaid Interest
Shortfalls and second,
to pay principal on a pro
rata basis (on the basis of their Class Principal Amounts), to the
remaining Senior Certificates (other than the Interest-Only
Certificates).


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    (c)           Notwithstanding
the priority and allocation set forth in Section 5.02(a), if with respect to any
Class of Subordinate Certificates other than the Class B-1 Certificates on any
Distribution Date the sum of the Class Subordination Percentages of such Class
and of all other Classes of Subordinate Certificates which have a higher
numerical Class designation than such Class is less than the Original Applicable
Credit Support Percentage for such Class, no distribution of principal shall be
made to any such Classes.  The Subordinate Principal Distribution
Amount shall be allocated among the Classes of Subordinate Certificates having
lower numerical Class designations than such Class, pro rata, based on the Class
Principal Amounts of the respective Classes immediately prior to such
Distribution Date and shall be distributed in the sequential order provided in
Section 5.02(a) above.

     

    (d)           Amounts
distributed to the Residual Certificates pursuant to Section 5.02(a)(xi) on any
Distribution Date shall be allocated among the REMIC 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 regular
interests in such REMIC on such Distribution Date; provided, however, that the
Class LT-R Certificate shall be entitled to any amounts representing net gain
resulting from the sale of any REO Properties or other Liquidation Proceeds due
to the Residual Certificates with respect to the Mortgage Loans.

     

    (e)           For
purposes of distributions of interest in Section 5.02(a) such distributions to a
Class of Certificates on any Distribution Date shall be made first, in respect of Current
Interest; and second,
in respect of Interest Shortfalls.

    


    (f)           Amounts
distributed to the Certificates (other than the Class LT-R Certificate) pursuant
to this Section shall be deemed to have first been distributed from the Lower
Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular
interests in accord with the distribution provisions for the Lower Tier REMIC
set forth in the Preliminary Statement.

     

    Section
5.03    Allocation of Losses.

     

    (a)           On
or prior to each Distribution Date, the Trustee shall calculate the aggregate
Realized Losses for such Distribution Date based on the information with respect
to losses as reported to it by the Servicer.

     

    (b)           On
each Distribution Date, the Trustee shall allocate the principal portion of
Realized Losses as follows:

     

    first, to the Classes of
Subordinate Certificates in reverse order of their respective numerical Class
designations (beginning with the Class B-4 Certificates and ending with the
Class B-1 Certificates) until the Class Principal Amount of each such Class is
reduced to zero; and

     

    second, to each Class of
Senior Certificates (other than the Interest-Only Certificates) (allocated among
the Senior Certificates on a pro rata basis), in each case, until the Class
Principal Amount of such Class of Senior Certificates is reduced to
zero.

     

    (c)           On
each Distribution Date, the Class Principal Amount of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the Certificate Writedown Amount and if
no Subordinate Certificates are then outstanding the Class Principal Amount of
the Class A-1 Certificates shall be reduced by the Certificate Writedown
Amount.

     

    (d)           Any
allocation of a loss pursuant to this section to a Class of Certificates shall
be achieved by reducing the Class Principal Amount thereof by the amount of such
loss.

     

    (e)           Subsequent
Recoveries in respect of the Mortgage Loans shall be distributed to the
Certificates still outstanding, in accordance with Section 5.02, and the Class
Principal Amount of each Class of Certificates then outstanding that has been
reduced due to application of a Realized Loss will be increased, in order of
seniority, by the amount of such Subsequent Recovery.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

    


    (f)           Realized
Losses and the amount of any Certificate Writedown Amount allocated by this
Section to a Class of Certificates shall be allocated to the corresponding Lower
Tier REMIC Interest and shall reduce the Class Principal Amount of such Lower
Tier REMIC Interest to the same extent that the Class Principal Amount of such
Class of Certificates is reduced pursuant to the provisions of this
Section.  Subsequent Recoveries distributed to a Class of Certificates
pursuant to the provisions of subsection 5.03(e) shall be deemed to have been
distributed to the corresponding  Lower Tier REMIC
Interest.  To the extent that the Class Principal Amount of any Class
of Certificates has been increased on account of Subsequent Recoveries pursuant
to the provisions of subsection 5.03(e), the principal balance of the
corresponding Lower Tier REMIC Interest shall be increased by the same
amount.

    


    (g)  Any
Class of Certificates whose Class Principal Amount has been reduced to zero due
to the allocation of Realized Losses will nonetheless remain outstanding under
this Agreement and will continue to be entitled to receive Subsequent Recoveries
until the termination of the Trust Fund; provided, however, that any such Class
of Certificates will not have any voting rights with respect to matters under
this Agreement requiring or permitting actions to be taken by any
Certificateholders.

    


    Section 5.04  Servicer
Obligations.

    


    In the
event of any inconsistency between this Agreement and the Servicing Agreement
with respect to obligations of the Servicer, the provisions of the Servicing
Agreement shall govern such obligations.

    


    ARTICLE
VI

     

    CONCERNING
THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
6.01    Duties of Trustee. 

     

    (a)           The
Trustee, except during the continuance of an Event of Default undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement.  Any permissive right of the Trustee provided for in this
Agreement shall not be construed as a duty of the Trustee. If an Event of
Default has occurred and has not otherwise been cured or waived, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs.

     

    (b)           The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided,
however, that the Trustee shall not be responsible for the accuracy or
content of any such resolution, certificate, statement, opinion, report,
document, order or other instrument furnished to the Trustee pursuant to this
Agreement, the Custodial Agreement, the Servicing Agreement or the Mortgage Loan
Purchase and Sale Agreement and shall not be required to recalculate or verify
any numerical information furnished to the Trustee pursuant any such
agreements.  Subject to the immediately preceding sentence, if any
such resolution, certificate, statement, opinion, report, document, order or
other instrument is found not to conform to the form required by this Agreement
in a material manner the Trustee shall take such action as it deems appropriate
to cause the instrument to be corrected, and if the instrument is not corrected
to the Trustee’s satisfaction, the Trustee will provide notice thereof to the
Certificateholders and take such further action as directed by the
Certificateholders pursuant to Sections 6.02(iv) and
6.02(vi).


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

    


    (c)          The
Trustee shall not have any liability arising out of or in connection with this
Agreement, except for its negligence or willful misconduct.   No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct; provided, however,
that:

     

    (i)      
    The Trustee 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 direction of Holders of Certificates as provided in Section
6.18 hereof;

     

    (ii)          For
all purposes under this Agreement, the Trustee shall not be deemed to have
notice of any Event of Default (other than resulting from a failure by the
Servicer to furnish information to the Trustee or payment on a Servicer
Remittance Date when required to do so) unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Holders of the
Certificates and this Agreement;

     

    (iii)          No
provision of this Agreement shall require the Trustee (regardless of the
capacity in which it is acting) to expend or risk its own funds or otherwise
incur any 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 for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it; and

     

    (iv)         The
Trustee shall not be responsible for any act or omission of the Depositor, the
Seller, the Servicer, the Custodian or the Controlling Holder.

     

    (d)          The
Trustee shall have no duty hereunder with respect to any complaint, claim,
demand, notice or other document it may receive or which may be alleged to have
been delivered to or served upon it by the parties as a consequence of the
assignment of any Mortgage Loan hereunder; provided, however, that the
Trustee shall promptly remit to the Servicer upon receipt any such complaint,
claim, demand, notice or other document (i) which is delivered to the Corporate
Trust Office of the Trustee, (ii) of which a Responsible Officer has actual
knowledge, and (iii) which contains information sufficient to permit the Trustee
to make a determination that the real property to which such document relates is
a Mortgaged Property.

     

    (e)           The
Trustee 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
direction of the Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee under this Agreement.

     

    (f)           The
Trustee shall not be required to perform services under this Agreement, or to
expend or risk its own funds or otherwise incur financial liability for the
performance of any of its duties hereunder or the exercise of any of its rights
or powers if there is reasonable ground for believing that the timely payment of
its fees and expenses or the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under the Servicing Agreement except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of the Servicing Agreement.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    (g)          Except
as otherwise provided herein, the Trustee shall not have any duty (A) to see to
any recording, filing, or depositing of this Agreement or any agreement referred
to herein or any financing statement or continuation statement evidencing a
security interest, or to see to the maintenance of any such recording or filing
or depositing or to any rerecording, refiling or redepositing of any thereof,
(B) to see to any insurance, (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
other than from funds available in the Distribution Account, or (D) to confirm
or verify the contents of any reports or certificates of the Servicer delivered
to the Trustee pursuant to this Agreement believed by the Trustee to be genuine
and to have been signed or presented by the proper party or
parties.

     

    (h)          The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or other officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts.

     

    (i)           Notwithstanding
anything in this Agreement to the contrary, the Trustee shall not be liable for
special, indirect or consequential losses or damages of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

    


    (j)           The
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of its duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee 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 Trustee that conform to the requirements of this
Agreement.

      

    Section
6.02    Certain Matters Affecting the
Trustee. 

     

    Except as
otherwise provided in Section 6.01:

     

    (i)           Before
taking any actions hereunder, the Trustee may request, and may rely and shall be
protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     

    (ii)          The
Trustee may consult with counsel and any advice of its counsel or 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;

     

    (iii)         The
Trustee shall not be personally liable for any action taken, suffered or omitted
by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;

     

    (iv)         Unless
an Event of Default shall have occurred and be continuing, the Trustee 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 (provided the
same appears regular on its face), unless requested in writing to do so by the
Holders of at least a majority in Class Principal Amount (or Percentage
Interest) of each Class of Certificates or such other percentage specified in
Section 2.05 with respect to actions described in Section 2.05; provided, however, that, if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability or payment of such
estimated expenses from the Certificateholders as a condition to
proceeding.  Except as otherwise provided in Section 2.05, the
reasonable expense thereof shall be paid by the party requesting such
investigation and shall not be paid by the Trust Fund; and, provided further,
that in the case of an alleged breach of the Originator's representations and
warranties, the provisions of Section 2.05 must be
satisfied.


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    (v)          The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, custodians or attorneys,
which agents, custodians or attorneys shall have any and all of the rights,
powers, duties and obligations of the Trustee conferred on them by such
appointment, provided that the Trustee shall continue to be responsible for its
duties and obligations hereunder to the extent provided herein;

     

    (vi)         The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto, in each case 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 Trustee
security or indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby;

     

    (vii)        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;

     

    (viii)    
  The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers granted
hereunder; and

     

    (ix)          The
Trustee shall not have any duty to conduct any affirmative investigation
(including, but not limited to, reviewing any reports delivered to the Trustee
in connection with the review of the Trustee Mortgage Files) as to the
occurrence of any condition requiring the repurchase of any Mortgage Loan
pursuant to this Agreement, the Mortgage Loan Purchase and Sale Agreement or the
Servicing Agreement, as applicable, or the eligibility of any Mortgage Loan for
purposes of this Agreement including, without limitation, whether any mortgage
loan is a Qualified Substitute Mortgage Loan, except as set forth in Section
2.05.  In the event that the Trustee receives written direction from
the requisite percentage of Certificateholders in accordance with Section 2.05
to make such investigation, then the Trustee shall engage a third party or Wells
Fargo Bank, N.A. to perform such investigation and report its findings, the
expense of which shall be included in the costs and expenses for which the
Trustee is entitled to be reimbursed in accordance with Section
2.05.

     

    In the
event the Trustee deems the nature of any action required on its part to be
unclear, the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further written instructions.

     

    Section
6.03    Trustee Not Liable for Certificates.

     

    The
Trustee makes no representations as to the validity or sufficiency of this
Agreement, the Custodial Agreement, the Servicing Agreement, the Mortgage Loan
Purchase and Sale Agreement or the Certificates (other than the certificate of
authentication on 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 similar 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 recitals contained herein
and in the Certificates (other than the signature of the Trustee, the
authentication of the Trustee on the Certificates and the acknowledgements of
the Trustee contained in Article II) shall not be taken as the statements of the
Trustee and the Trustee does not assume any responsibility for their
correctness.  The Trustee 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 of funds paid to the Depositor in consideration of the
sale of the Mortgage Loans to the Trustee by the Depositor or for the use or
application of any funds deposited into the 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 have no 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.


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    Section
6.04    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 Trustee or such agent, subject
to Section 11.04.

     

    Section
6.05    Eligibility Requirements for
Trustee. 

     

    The
Trustee hereunder shall at all times (i) be an institution insured by the FDIC,
(ii) be 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 be an Affiliate of the
Servicer.  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
6.06.

     

    Section
6.06    Resignation and Removal of
Trustee. 

     

    (a)           The
Trustee may at any time resign and be discharged from the trust hereby created
by giving 60 days’ written notice thereof to the Depositor.  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 and one copy to the successor
trustee.  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.  The
successor trustee shall notify the Rating Agency and the Servicer of any change
of Trustee.

    


    (b)           If
at any time any of the following events shall occur: (i) the Trustee ceases to
be eligible in accordance with the provisions of Section 6.05 and fails to
resign after written request therefor by the Depositor, (ii) the Trustee fails
to perform its obligations pursuant to Section 5.02 to make distributions to
Certificateholders, which failure continues unremedied for a period of one
Business Day after the date upon which written notice of such failure shall have
been given to the Trustee by the Depositor, (iii) the Trustee fails to provide a
Back-up Certificate, Assessment of Compliance or an Accountant’s Attestation
required under Sections 6.20, 6.21 and 6.22, respectively, by March 15 of each
year in which Exchange Act reports are required, (iv) the Trustee becomes
incapable of acting, or is adjudged a bankrupt or insolvent, or a receiver of
the Trustee of its property is appointed, or any public officer takes charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, (v) a tax is imposed or threatened
with respect to the Trust Fund by any state in which the Trustee or the Trust
Fund held by the Trustee is located, or (vi) the continued use of the Trustee
would result in a downgrading of the rating by any Rating Agency of any Class of
Certificates with a rating; then, in each such case, 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 so
removed, one copy to the successor trustee and one copy to the
Servicer.


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    (c)           The
Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
of each Class of 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 to the Servicer; the Depositor shall thereupon appoint a successor
trustee in accordance with this Section.

     

    (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
6.07.

     

    Section
6.07    Successor Trustee. 

     

    (a)           Any
successor trustee appointed as provided in Section 6.06 shall execute,
acknowledge and deliver to the Depositor 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.  The predecessor trustee shall deliver to the successor
trustee (or assign to the Trustee its interest under the Custodial Agreement, to
the extent permitted thereunder) all Trustee Mortgage Files and documents and
statements related to each Trustee Mortgage File held by it hereunder, 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 Depositor 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.   The predecessor trustee shall also deliver to the
Depositor the Back-up Certificate with respect to the portion of the calendar
year in which the predecessor trustee acted as Trustee hereunder.

     

    (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 6.05.

     

    (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 Trustee.

     

    Section
6.08    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
6.05.


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

    


    Section
6.09    Appointment of Co-Trustee, Separate Trustee or
Custodian. 

    


    (a)          Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or the
Certificateholders evidencing more than 50% of the Class Principal Amount (or
Percentage Interest) of every 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
Servicer 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.  

     

    (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 may at any time, by an instrument in writing executed by it, with the
concurrence of the Depositor, 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 VI.  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 Servicer.

     

    (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.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    (e)           No
separate trustee, co-trustee or custodian hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.05 hereunder and
no notice to the Certificateholders of the appointment shall be required under
Section 6.07 hereof.

     

    (f) 
          The Trustee agrees
to instruct the co-trustees, if any, to the extent necessary to fulfill the
Trustee’s obligations hereunder.

     

    (g)           The
Trust Fund shall pay the reasonable compensation of the co-trustees (which
compensation shall not reduce any compensation payable to the
Trustee.

     

    Section
6.10    Authenticating Agents. 

     

    (a)           The
Trustee may appoint one or more Authenticating Agents which shall be authorized
to act on behalf of the Trustee in authenticating Certificates.  The
Trustee hereby appoints itself as initial Authenticating Agent, and theTrustee
accepts such appointment.  Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent must be a national
banking association or a corporation organized and doing business under the laws
of the United States of America or of any state, having a combined capital and
surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.

     

    (b)           Any
Person into which any Authenticating Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any Person succeeding to the corporate agency business of any Authenticating
Agent, shall continue to be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

     

    (c)           Any
Authenticating Agent may at any time resign by giving at least 30 days’ advance
written notice of resignation to the Trustee (to the extent the Trustee is not
the Authenticating Agent) and the Depositor.  The Trustee (to the
extent the Trustee is not the Authenticating Agent) may at any time terminate
the agency of any Authenticating Agent by giving written notice of termination
to such Authenticating Agent and the Depositor.  Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.10, the Trustee may appoint a successor
authenticating agent, shall give written notice of such appointment to the
Depositor and shall mail notice of such appointment to all Holders of
Certificates.  Any successor authenticating agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent.  No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section
6.10.  No Authenticating Agent shall have responsibility or liability
for any action taken by it as such at the direction of the Trustee or in
accordance with the provisions of this Agreement.


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    Section
6.11    Indemnification of the Trustee. 

     

    Subject
to the limitations described in clause (B) of  the definition of
Available Distribution Amount, Wells Fargo Bank, N.A., both in its individual
capacity and in its capacities as Trustee and Certificate Registrar hereunder,
and each of its directors, officers, employees and agents shall be indemnified
and held harmless by, and entitled to reimbursement from, the Trust Fund for any
claim, loss, liability, damage, cost or expense, including without limitation
any reasonable legal fees and expenses and any extraordinary or unanticipated
expense, incurred or expended (without negligence or willful misconduct on its
or their part) in connection with, (a) investigating, preparing for, defending
itself or themselves against, or prosecuting for itself or themselves or for the
sake of the Trust Fund any legal proceeding, whether pending or threatened, that
is related directly or indirectly in any way to the Trust Fund, this Agreement,
the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the
Mortgage Loans or other assets of the Trust Fund, or  the Certificates
(including without limitation the initial offering, any secondary trading and
any transfer and exchange of the Certificates), (b) the acceptance or
administration of the trusts created hereunder, (c) the performance or exercise
or the lack of performance or exercise of any or all of its or their powers,
duties, rights, responsibilities, or privileges hereunder, including without
limitation (i) complying with any new or updated laws or regulations directly
related to the Trustee's performance of its obligations under this Agreement and
(ii) addressing any bankruptcy in any way related to or affecting this
Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale
Agreement or any party to such agreements, including, as applicable, all costs
incurred in connection with the use of default specialists within or outside
Wells Fargo Bank, N.A. (in the case of Wells Fargo Bank, N.A. personnel, such
costs to be calculated using standard market rates).

    


    In
connection with any claim as to which indemnification is to be sought
hereunder:

    


    (i)
           the Trustee
shall give the Depositor written notice thereof promptly after the Trustee shall
have knowledge thereof;

     

    (ii)           while
maintaining control over its own defense, the Trustee shall cooperate and
consult fully with the Depositor in preparing such defense; and

     

    (iii)          notwithstanding
anything to the contrary in this Section 6.11, the Trust Fund shall not be
liable for settlement of any such claim by the Trustee entered into without the
prior consent of the Depositor, which consent shall not be unreasonably
withheld.

     

    The
indemnification obligations set forth in this Section shall survive the
discharge of this Agreement and the termination or resignation of the Trustee
and Certificate Registrar.

    


    Section
6.12    Fees and Expenses of the Trustee and
Custodian. 

     

    (a)           As
compensation for its services hereunder, the Trustee shall be entitled to
receive the Trustee Fee from amounts on deposit in the Distribution Account
prior to payments to Certificateholders pursuant to Section 5.02.  The
Trustee shall pay its own costs and expenses incurred in performing its duties
hereunder and shall not be entitled to any other payment or reimbursement from
the Trust Fund except as specifically provided in this Agreement.  If
the Trustee is entitled to payment or reimbursement from the Trust Fund pursuant
to this Agreement, the Trustee may withdraw such amounts from amounts on deposit
in the Distribution Account, subject to the limitation in clause (B) of the
definition of Available Distribution Amount.  At the request of the
Depositor, the Trustee shall provide to the Depositor documentation evidencing
its incurrence of expenses or fees as to which it is entitled to be paid from
the Trust Fund.

    


    (b)           The
Trustee shall  pay, from its own funds without any right of
reimbursement from the Trust Fund,  the fees and expenses of the
Custodian as specified in the Custodial Agreement, and if the Custodial
Agreement is terminated the Trustee shall pay such fees and expenses of any
successor Custodian.

     

    Section
6.13    Collection of Monies. 

     

    Except as
otherwise expressly provided in this Agreement, the Trustee may demand payment
or delivery of, and shall receive and collect, all money and other property
payable to or receivable by the it pursuant to this Agreement.  The
Trustee shall hold all such money and property received by it as part of the
Trust Fund and shall distribute it as provided in this
Agreement.


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    Section
6.14    Events of Default; Trustee To Act; Appointment of
Successor. 

     

    (a)           If
an Event of Default (other than an Event of Default described in clause (a) of
Section 14.01 of the Servicing Agreement) shall occur, then, in each and every
case, subject to applicable law, so long as any such Event of Default shall not
have been remedied within any period of time as prescribed under the Servicing
Agreement, the Trustee may, and if so directed in writing by Certificateholders
evidencing either (i) more than 50% of the Class Principal Amount (or Class
Notional Amount) of each Class of Certificates, or (ii) 50% of the aggregate
Class Principal Amount of the Subordinate Certificates, shall terminate all of
the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that in
the case of the preceding clause (ii), the Trustee shall provide written notice
to all of the Certificateholders within two Business Days of receiving such
direction and shall not terminate the Servicer if, within 30 days of sending
such written notice, the Trustee has received contrary instructions from
Certificateholders evidencing more than 50% of the Aggregate Voting Interests of
the Certificateholders.  

    


    If an Event of Default described in
clause (a) of Section 14.01 of the Servicing Agreement shall occur, then the
Trustee, by notice in writing to the Servicer, shall terminate all of the rights
and obligations of the Servicer under the Servicing Agreement, unless any waiver
described under Section 6.16 shall have been obtained.

    


    When a
Responsible Officer of the Trustee has actual knowledge of the occurrence of an
Event of Default, the Trustee shall promptly notify the Rating Agency of the
nature and extent of such Event of Default.  The Trustee shall promptly
give written notice to the Servicer of a default under the Servicing Agreement
if (a) the Servicer fails to pay any Monthly Advance owed on any Servicer
Remittance Date when due, (b) the Servicer fails to remit payments owed on any
Servicer Remittance Date or (c) the Servicer fails to deliver Mortgage
Loan-level data when due.

    


    Upon
termination of the rights and obligations of the Servicer under the Servicing
Agreement in connection with an Event of Default, the successor servicer shall
not be required to purchase or reimburse the terminated Servicer's advance
receivables under the Servicing Agreement.  For the avoidance of
doubt, to the extent that the terminated Servicer and a successor servicer have
each made advances in respect of the same Mortgage Loan, recovered amounts shall
be used to reimburse the terminated Servicer and a successor servicer in the
order that such advances were made.

    


    (b)           On
and after the time the Servicer receives a notice of termination from the
Trustee or the Trustee receives the written resignation of the Servicer pursuant
to the Servicing Agreement, the Trustee, unless another servicer shall have been
appointed, shall be the successor in all respects to the Servicer in its
capacity as such under the Servicing Agreement and the transactions set forth or
provided for therein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Servicer thereunder; provided, however, that any
failure to perform such duties or responsibilities caused by the Servicer’s
failure to provide information required by the Servicing Agreement shall not be
considered a default by the Trustee thereunder and provided further, that it is
understood and agreed by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions of the
Servicer can be fully transferred to a successor servicer (including the
Trustee).  In addition, the Trustee shall have no responsibility for
any act or omission of the Servicer other than any act or omission performed by
the Trustee if it assumes the obligations of the Servicer as a successor
Servicer.  The Trustee shall have no liability relating to the
representations and warranties of the Servicer set forth in Sections 6.01 or
6.02 of the Servicing Agreement.  In the Trustee’s capacity
as  successor servicer, the Trustee shall have the same limitations on
liability granted to the Servicer under the Servicing
Agreement.  


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

    


    (c)           Notwithstanding
the above, the Trustee may, if it shall be unwilling to continue to so act, or
shall, if it is unable to so act, petition a court of competent jurisdiction to
appoint, or appoint on its own behalf any established housing and home finance
institution servicer, master servicer, servicing or mortgage servicing
institution having a net worth of not less than $15,000,000, is a Fannie Mae or
Freddie Mac-approved servicer and meeting such other standards for a successor
servicer as are set forth in this Agreement and the Servicing Agreement, as the
successor to such Servicer in the assumption of all of the responsibilities,
duties or liabilities of a servicer, like the Servicer.  Any entity
designated by the Trustee as a successor 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 servicer, the Trustee, in its
individual capacity shall agree, at the time of such designation, to be and
remain liable to the Trust Fund for such Affiliate’s actions and omissions in
performing its duties under the Servicing Agreement.  

    


    The
Trustee and such successor shall take such actions, consistent with this
Agreement and the Servicing Agreement, as shall be necessary to effectuate any
such succession and may make other arrangements with respect to the servicing to
be conducted under the Servicing Agreement which are not inconsistent herewith
or therewith.  Neither the Trustee nor any other successor servicer shall
be deemed to be in default hereunder or under the Servicing Agreement by reason
of any failure to make, or any delay in making, any distribution hereunder or
thereunder or any portion thereof caused by (i) the failure of the Servicer to
deliver, or any delay in delivering, cash, documents or records to it, (ii) the
failure of the Servicer to cooperate as required by the Servicing Agreement,
(iii) the failure of the Servicer to deliver the Mortgage Loan data to the
Trustee as required by the Servicing Agreement or (iv) restrictions imposed by
any regulatory authority having jurisdiction over the Servicer.  No
successor servicer shall be deemed to be in default hereunder or under the
Servicing Agreement by reason of any failure to make, or any delay in making,
any distribution thereunder or any portion thereof caused by (i) the failure of
the Trustee to deliver, or any delay in delivering cash, documents or records to
it related to such distribution, or (ii) the failure of Trustee to cooperate as
required by this Agreement and the Servicing Agreement.

    


    (d)           In
connection with such appointment and assumption of a successor servicer, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree.  The
Trustee shall have the right to agree to compensation of a successor servicer in
excess of that permitted to the Servicer under the Servicing Agreement if such
increase is necessary or advisable to engage a successor servicer.
 Notwithstanding anything herein to the contrary, in no event shall the
Trustee be liable for any Servicing Fee or for any differential in the amount of
the Servicing Fee paid and the amount necessary to induce any successor servicer
to act as successor servicer under the Servicing Agreement and the transactions
set forth or provided for therein.  The Trustee may amend the Servicing
Agreement to effect this change to the Servicing Fee without the consent of the
Certificateholders. 

    


    (e)           To
the extent that the costs and expenses incurred by the Trustee in connection
with any alleged or actual default by a Servicer, the termination of a Servicer,
any appointment of a successor servicer and/or any transfer and assumption of
servicing by the Trustee or any successor servicer with respect to the Servicing
Agreement (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with the investigation of any
alleged or actual default by the Servicer, the evaluation of the potential
termination and/or the actual termination of the Servicer and the appointment of
a successor servicer and (ii) all Servicing Transfer Costs) are not fully and
timely reimbursed by the terminated Servicer, then (a) the successor Servicer
shall deduct such amounts from any amounts that it otherwise would have paid to
the predecessor Servicer in reimbursement of outstanding Advances and Servicing
Advances, and the successor Servicer shall reimburse itself and the Trustee for
any unreimbursed costs and expenses, and (b) if the Trustee is not required to
be reimbursed by the Servicer pursuant to the Servicing Agreement or if such
costs and expenses are not satisfied pursuant to clause (a) within 90 days, then
the Trustee and successor servicer shall be entitled to reimbursement of such
costs and expenses from the Distribution Account, subject to the limitations
described in clause (B) of the definition of Available Distribution
Amount.

    


    In
addition, any information about the Mortgage Loans acquired or obtained by Wells
Fargo Bank, N.A. in its capacity as Certificate Registrar under this Agreement
or as Custodian under the Custodial Agreement shall not be attributable to the
Trustee unless communication of that information to the Trustee is an express
duty of such person under this Agreement or the Custodial
Agreement.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

    


    Section
6.15    Additional Remedies of Trustee Upon Event of
Default. 

     

    During
the continuance of any Event of Default, so long as such Event of Default shall
not have been remedied, the Trustee shall have the right, in its own name and as
trustee of the Trust Fund, to take all actions now or hereafter existing at law,
in equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith).  Except as otherwise expressly provided in this Agreement
or the Servicing Agreement, no remedy provided for by this Agreement or the
Servicing Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default. 

     

    Section
6.16     Waiver of Defaults. 

     

    More than
50% of the Aggregate Voting Interests of the Certificateholders may waive any
default or Event of Default by the Servicer in the performance of its
obligations under the Servicing Agreement, except that a default in the making
of any Advances or Servicing Advances pursuant to the Servicing Agreement or any
required deposit to the Distribution Account that would result in a failure of
the Paying Agent 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 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 and the
Servicing 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
6.17   Notification to Holders. 

     

    Upon
termination of the Servicer or appointment of a successor to the Servicer
pursuant to the Servicing Agreement, the Trustee shall promptly mail notice
thereof by first class mail to the Certificateholders at their respective
addresses appearing on the Certificate Register.  The Trustee shall
also, within 45 days after the date when a Responsible Officer of the Trustee
has actual knowledge of the occurrence of any Event of Default, give written
notice thereof to the Certificateholders, unless such Event of Default shall
have been cured or waived prior to the issuance of such notice and within such
45-day period.

      

    Section
6.18   Directions by Certificateholders and Duties of Trustee
During Event of Default. 

     

    Subject
to the provisions of Section 8.01 hereof, during the continuance of any Event of
Default, Holders of Certificates evidencing not less than 25% of the Class
Principal Amount (or Percentage Interest) of each Class of Certificates affected
thereby may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement or the Servicing Agreement; provided, however, that the
Trustee shall be under no obligation to pursue any such remedy, or to exercise
any of the trusts or powers vested in it by this Agreement or the Servicing
Agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or thereunder or in relation
hereto or thereto and (ii) the terminating of the Servicer or any successor
servicer from its rights and duties as Servicer under the Servicing Agreement)
at the request, order or direction of any of the Certificateholders, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the cost, expenses and liabilities which may be incurred
therein or thereby; and, provided further, that,
subject to the provisions of Section 8.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee, in accordance with an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability for which it is
not indemnified to its satisfaction or be unjustly prejudicial to the
non-assenting Certificateholders. 


    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    Section
6.19    Preparation of Tax Returns and Other
Reports.

     

    (a)           The
Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based
upon information calculated in accordance with this Agreement pursuant to
instructions given by the Depositor, and the Trustee shall file federal tax
returns, all in accordance with Article IX hereof.  If the Trustee is
notified in writing that a state tax return or other return is required, then,
at the sole expense of the Trust Fund, the Trustee shall prepare and file such
state income tax returns and such other returns as may be required by applicable
law relating to the Trust Fund, and, if required by state law, and shall file
any other documents to the extent required by applicable state tax law (to the
extent such documents are in the Trustee’s possession).  The Trustee
shall forward copies to the Depositor of all such returns and Form 1099
supplemental tax information and such other information within the control of
the Trustee as the Depositor may reasonably request in writing, and shall
distribute to each Certificateholder such forms and furnish such information
within the control of the Trustee as are required by the Code and the REMIC
Provisions to be furnished to them, and will prepare and distribute to
Certificateholders Form 1099 (supplemental tax information) (or otherwise
furnish information within the control of the Trustee) to the extent required by
applicable law.  

     

    (b)           The
Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
behalf of the Trust Fund and each REMIC created hereunder, an application for an
employer identification number on IRS Form SS-4 or by any other acceptable
method.  The Trustee shall also file a Form 8811 as
required.  The Trustee, upon receipt from the IRS of the Notice of
Taxpayer Identification Number Assigned, shall upon request promptly forward a
copy of such notice to the Depositor.  The Trustee shall furnish any
other information that is required by the Code and regulations thereunder to be
made available to the Certificateholders.  

     

    Section
6.20    Reporting to the Commission.

     

    Each of
Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.”  The
Depositor hereby represents to the Trustee that the Depositor has filed all such
required reports during the preceding 12 months and that it has been subject to
such filing requirement for the past 90 days.  The Depositor shall
notify the Trustee in writing, no later than the fifth calendar day after the
related Distribution Date with respect to the filing of a report on Form 10-D
and no later than March 15th with
respect to the filing of a report on Form 10-K, if the answer to the questions
should be “no.”  The Trustee shall be entitled to rely on such
representations in preparing and/or filing any such report.

     

    (a)           Reports
Filed on Form 10-D.

     

    (i)   
        Within 15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act), the
Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange
Act.  The Trustee shall file each Form 10-D with a copy of the related
Distribution Date Statement attached thereto.  Any disclosure in
addition to the Distribution Date Statement that is required to be included on
Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the parties
set forth on Exhibit L hereto to the Depositor and the Trustee and reviewed and
approved or disapproved by the Depositor pursuant to the following paragraph and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure, except as set forth in
the next paragraph.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    (ii)           As
set forth on Exhibit L hereto, within 5 calendar days after the related
Distribution Date, (i) the parties set forth thereon shall be required to
provide to the Trustee (at cts.sec.notifications@wellsfargo.com,
with a copy by facsimile to 443-367-3307) and the Depositor, to the extent known
by a responsible officer thereof, in EDGAR-compatible form, or in such other
form as otherwise agreed upon by the Trustee and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable together with an
additional disclosure notification in the form of Exhibit I hereto (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D.  The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

    


    (iii)          After
preparing the Form 10-D, the Trustee shall forward electronically a copy of the
Form 10-D to the Depositor for review.  The Trustee will provide a
copy of the Form 10-D to the Depositor by the 11th
calendar day after the related Distribution Date. On the 12th
calendar day after the related Distribution Date, the Depositor will provide any
changes or approval to the Trustee (which may be furnished
electronically).  In the absence of receipt of any written changes or
approval, the Trustee shall be entitled to assume that such Form 10-D is in
final form and the Trustee may proceed with the filing of the Form
10-D.  No later than the 13th
calendar day after the related Distribution Date, a duly authorized
representative of the Depositor shall sign the Form 10-D and return an
electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to follow by overnight mail) to the Trustee.  If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Trustee will follow the procedures set forth in subsection (d)(ii) of this
Section 6.20.  Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Trustee.  Each party to this Agreement acknowledges that the
performance by the Trustee of its duties under this Section 6.20(a) related to
the timely preparation, execution and filing of Form 10-D is contingent upon
such parties strictly observing all applicable deadlines in the performance of
their duties.  The Trustee shall not have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare, execute and/or timely file such Form 10-D, where such failure
results from the Trustee’s inability or failure to obtain or receive, on a
timely basis, any information from any other party needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

    


    (b)           Reports
Filed on Form 10-K.

     

    (i)  
         On or prior to the 90th
day after the end of each fiscal year of the Trust Fund or such earlier date as
may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
understood that the fiscal year for the Trust Fund ends on December 31st of each
year), commencing in March 2011, the Trustee shall prepare and file on behalf of
the Trust Fund any Form 10-K required by the Exchange Act, in form and substance
as required by the Exchange Act.  Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement, the
Custodial Agreement and the Servicing Agreement, (i) the Servicer Compliance
Statement for the Servicer and each Additional Servicer as described in the
Servicing Agreement and the Trustee as required under this Agreement, (ii)(A)
the Assessment of Compliance with servicing criteria for the Trustee, the
Servicer, the Custodian, each Servicing Function Participant and any Servicing
Function Participant engaged by such parties (each, a “Reporting Servicer”), as described in
the Servicing Agreement, the Custodial Agreement and this Agreement and (B) if
any Reporting Servicer’s Assessment of Compliance identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not
included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (iii)(A) the
Accountant’s Attestation for each Reporting Servicer, as described in the
Servicing Agreement, the Custodial Agreement and this Agreement, and (B) if any
Accountant’s Attestation identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such
Accountant’s Attestation is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report
is not included, and (iv) the certification required under Rule 13a-14(d)
and 15d-14(d) under the Exchange Act executed by the Depositor (provided, however, that the
Trustee, at its discretion, may omit from the Form 10-K any annual compliance
statement, Assessment of Compliance or Accountant’s Attestation that is not
required to be filed with such Form 10-K pursuant to Regulation AB). Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
reported by the parties set forth on Exhibit M hereto to the Depositor and the
Trustee and reviewed and approved or disapproved by the Depositor pursuant to
the following paragraph and the Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
except as set forth in the next paragraph.


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    (ii)           As
set forth on Exhibit M hereto, no later than March 15 following each fiscal year
that the Trust Fund is subject to the Exchange Act reporting requirements,
commencing in March 2011, (i) the parties set forth on Exhibit M shall be
required to provide to the Trustee (at cts.sec.notifications@wellsfargo.com
with a copy by facsimile to 443-367-3307) and the Depositor, to the extent known
by a responsible officer thereof, a notice in the form of Exhibit I hereto,
along with, in EDGAR-compatible form, or in such other form as otherwise agreed
upon by the Trustee and such party, the form and substance of any Additional
Form 10-K Disclosure, if applicable, together with any
applicable  Additional Disclosure Notification and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure or information in the
Additional Disclosure Notification on Form 10-K.  The Depositor will
be responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Disclosure or
information from the Additional Disclosure Notification in  Form 10-K
pursuant to this paragraph.

    


    (iii)          After
preparing the Form 10-K, the Trustee shall forward electronically a copy of the
Form 10-K to the Depositor for review. Within three (3) business days of
receipt, but in no event later than March 25, the Depositor shall notify the
Trustee in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-K.  In the absence of any written changes or
approval, the Trustee shall be entitled to assume that such Form 10-K is in
final form.  No later than the close of business on the 4th Business
Day prior to the 10-K Filing Deadline, a senior officer in charge of
securitization of the Depositor shall sign the Form 10-K and related
certifications required under the Exchange Act and return an electronic or fax
copy of such documents  (with an original executed hard copy to follow
by overnight mail) to the Trustee.  If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended, the Trustee will
follow the procedures set forth in Section 6.20(d).  Promptly (but no
later than 1 Business Day) after filing with the Commission, the Trustee will
make available on its internet website a final executed copy of each Form 10-K
prepared and filed by the Trustee.  The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under this Section
6.20(b) related to the timely preparation and filing of Form 10-K is contingent
upon such parties (and the Custodian, the Servicer and any Additional Servicer
or Servicing Function Participant) strictly observing all applicable deadlines
in the performance of their duties.  The Trustee shall not have any
liability for any loss, expense, damage or claim arising out of or with respect
to any failure to properly prepare and/or timely file such Form 10-K, where such
failure results from the Trustee’s inability or failure to obtain or receive, on
a timely basis, any information from any other party needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

    


    (c)           Reports
Filed on Form 8-K.

     

    (i) 
          Within four (4)
Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor, the
Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as
required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates.  Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall be reported by the parties set forth on Exhibit N
hereto to the Depositor and the Trustee and reviewed and approved or disapproved
by the Depositor pursuant to the following paragraph and the Trustee will have
no duty or liability for any failure hereunder to determine or prepare any Form
8-K Disclosure Information or any Form 8-K, except as set forth in the next
paragraph.


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

    


    (ii)           As
set forth on Exhibit N hereto, for so long as the Trust Fund is subject to the
Exchange Act reporting requirements, no later than the end of business (New York
City time) on the 2nd Business Day after the occurrence of a Reportable Event
(i) the parties to this transaction shall be required to provide to the Trustee
(at cts.sec.notifications@wellsfargo.com
with a copy by facsimile to 443-367-3307) and the Depositor, to the extent known
by a responsible officer thereof, a notice in the form of Exhibit I attached
hereto, along with, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Trustee and such party, the form and substance of any Form
8-K Disclosure Information, if applicable, together with an Additional
Disclosure Notification and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information.  The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph.  The Trustee has no duty under this Agreement to monitor or
enforce the performance by the parties listed in Exhibit N of their duties under
this paragraph and will not solicit or procure from such parties any Form 8-K
Disclosure Notification.

     

    (iii)          After
preparing the Form 8-K, the Trustee shall forward electronically a copy of the
Form 8-K to the Depositor for review.  Promptly, but no later than the
close of business on the 3rd Business Day after the Reportable Event, the
Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K.  In
the absence of receipt of any written changes or approval, the Trustee shall be
entitled to assume that such Form 8-K is in final form and the Trustee may
proceed with the execution and filing of the Form 8-K.  No later than
noon (New York City time) on the 4th Business Day after the Reportable Event, a
duly authorized officer of the Depositor shall sign the Form 8-K and return an
electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Trustee.  If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in Section
6.20(d).  Promptly (but no later than 1 Business Day) after filing
with the Commission, the Trustee will make available on its internet website a
final executed copy of each Form 8-K prepared and filed by the
Trustee.  The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 6.20(c) related to
the timely preparation and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their
duties.  The Trustee shall not have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 8-K, where such failure results
from the Trustee’s inability or failure to obtain or receive, on a timely basis,
any information from any other party needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.

    


    (d)           Delisting;
Amendments; Late Filings.

     

    (i)    
       On or prior to January 30, 2011,
unless otherwise directed by the Depositor, the Trustee shall, in accordance
with industry standards, prepare and file a Form 15 Suspension Notification with
respect to the Trust Fund under the Exchange Act (a “Form
15”).  Subsequent to the filing of a Form 15, if the Depositor
determines that the Trust Fund has once again become subject to the Exchange Act
reporting requirements, then it shall promptly notify the Trustee, and the
Trustee shall recommence preparing and filing required Exchange Act
reports.  Prior to January 30 of the following calendar year, the
Trustee shall, if directed to do so by the Depositor, in accordance with
industry standards, prepare and file a Form 15.


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    In connection with any direct offering
of Certificates by the Depositor, in an offering registered with the Commission,
subsequent to the filing of a Form 15 pursuant to the preceding paragraph: (i)
the Depositor shall notify the Trustee in writing not less than 10 days prior to
the date on which such offering will be made; (ii) the Depositor shall cause to
be prepared and filed the initial current report on Form 8-K required to be
filed in connection with such offering; (iii) the Trustee, as directed by the
Depositor, shall file a report on Form 10-D for the Distribution Date following
the month in which such offering occurs and, thereafter, any reports on forms
8-K, 10-K and 10-D in respect of the Trust Fund as and to the extent required
under the Exchange Act, as set forth in this Section (other than the report
referred to in clause (ii) above); (iv) the Depositor shall be responsible for
notifying the other parties to the transaction of such offering and that the
obligations of such parties to provide information in connection with the
Depositor’s  Exchange Act reporting requirements have been reinstated;
and (v) the Depositor shall be responsible for all reasonable fees and expenses
incurred by the Trustee in connection with such offering, including its review
and approval of any offering document and any amendment to any transaction
document made in connection with such offering.

    


    In the event that the Depositor directs
the Trustee to resume preparing and filing Exchange Act reports after a Form 15
has been filed with the Commission, the Trustee shall be entitled to receive
additional compensation for such services from the Trust Fund, not to exceed
$30,000 per year, for any additional year for which Exchange Act reporting is
required to be done by the Trustee.

    


    (ii)           In
the event that the Trustee is unable to timely file with the Commission all or
any required portion of any Form 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement or
for any other reason, the Trustee will promptly, but no later than within one
Business Day, notify electronically the Depositor.  In the case of
Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and
file a Form 12b-25 and a 10-D/A or 10-K/A, as applicable, pursuant to Rule
12b-25 of the Exchange Act.  In the case of Form 8-K, the Trustee
will, upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure information on
the next Form 10-D.  In the event that any previously filed Form 8-K,
10-D or 10-K needs to be amended to include additional disclosure in connection
with any additional Form 10-D disclosure (other than for the purpose of
restating any Distribution Date Statement), additional Form 10-K or Form 8-K
disclosure information, the Trustee will electronically notify the Depositor and
the affected parties and the Trustee shall prepare and file, and such parties
will cooperate in the preparation and filing of any necessary Form 8-K/A, 10-D/A
or 10-K/A.  Any Form 15, Form 12b-25 or any amendment to Form 8-K,
10-D or 10-K shall be signed by a senior officer in charge of securitization of
the Depositor.  The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 6.20(d) related to
the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
under this Section.  The Trustee shall not have any liability for any
loss, expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
Trustee’s inability or failure to obtain or receive, on a timely basis, any
information from any other party needed to prepare, arrange for execution or
file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.

     

    Notwithstanding
anything to the contrary herein, the Trustee shall not file any Form 8-K, Form
10-D or Form 10-K as to which it has received from the Depositor a notice to the
effect that, upon review of the proposed filing, the Depositor does not approve
of such filing.

    


    (e)           Sarbanes-Oxley
Certification Back-up.

    


    In
connection with the annual certification to be delivered by the Depositor
pursuant to Rules 13a-14d and 15d-14(d) of the Exchange Act, the Trustee shall
provide, and the Trustee shall cause any Servicing Function Participant engaged
by it to provide, to the Depositor, by March 15 following each year in which the
Trust Fund is subject to the reporting requirements of the Exchange Act and
otherwise within a reasonable period of time upon request, a certification
(each, a “Back-Up Certification”), in the form attached hereto as Exhibit J,
upon which the Depositor and its officers, directors and Affiliates can
reasonably rely.  In the event the Trustee or any Servicing Function
Participant engaged by the Trustee is terminated or resigns pursuant to the
terms of this Agreement, such party shall provide a Back-Up Certification to the
Depositor pursuant to this Section 6.20(e) with respect to the period of time it
was subject to this Agreement.


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

      

    Section
6.21    Annual Assessments of Compliance.

     

    (a)    
      On or before March 1 of each calendar year,
commencing in March 2011, the Trustee shall furnish or otherwise make available,
and the Trustee shall cause any Servicing Function Participant engaged by it to
furnish or otherwise make available, at its own expense, to the Depositor, a
report on an assessment of compliance with the Relevant Servicing Criteria (an
“Assessment of Compliance”) that contains (A) a statement by such party of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such party used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such party’s Assessment of
Compliance with the Relevant Servicing Criteria as of and for the fiscal year
covered by the Form 10-K required to be filed pursuant to Section 6.20(b),
including, if there has been any material instance of noncompliance with the
Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm
has issued an Accountant’s Attestation on such party’s Assessment of Compliance
with the Relevant Servicing Criteria as of and for such period.

     

    (b) 
         Promptly after receipt of each
Assessment of Compliance delivered pursuant to this Agreement and the Servicing
Agreement, (i) the Depositor shall review each such report and, if applicable,
consult with the Trustee, the Servicer, the Custodian and any Servicing Function
Participant engaged by such parties as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria by each such party, and (ii)
the Trustee shall confirm that the Assessments of Compliance, taken
individually, address the Relevant Servicing Criteria for each party as set
forth on Exhibit K in respect of the Trustee or Attachment 2 to the Servicing
Agreement in respect of the Servicer and notify the Depositor of any
exceptions.  None of such parties will be required to deliver any such
assessments until March 30 in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust Fund for the preceding calendar year.

     

    (c)      
    The Depositor shall enforce any obligation of the
Servicer and the Custodian, to the extent set forth in the Servicing Agreement
or the Custodial Agreement, as applicable, to deliver to the Trustee an
Assessment of Compliance within the time frame set forth in, and in such form
and substance as may be required pursuant to, the Servicing Agreement or the
Custodial Agreement, as applicable.  

    


    (d)           The
Trustee's obligation to provide assessments of compliance and attestations under
this Section 6.21 and Section 6.22 shall terminate upon the filing of a Form 15
suspension notice on behalf of the Trust Fund, but shall become effective after
such a filing if the Trust is required to continue to file reports under the
Exchange Act as contemplated in Section 6.20(d)(i).

     

    Section
6.22    Accountant’s Attestation.

     

    (a)           On
or before March 1 of each calendar year, commencing in 2011, the Trustee, at its
own expense, shall cause, and the Trustee shall cause any Servicing Function
Participant engaged by it to cause, each at its own expense, a registered public
accounting firm (which may also render other services to the Trustee, the
Servicer or such other Servicing Function Participants, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to
furnish a report (the “Accountant’s Attestation”) to the Depositor, to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such party, which includes an assertion that such party has
complied with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such party’s compliance with the Relevant Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion
regarding such party’s Assessment of Compliance with the Relevant Servicing
Criteria.  In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion.  Such report must be available for
general use and not contain restricted use language.


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

    


    (b)           Promptly
after receipt of each Accountant’s Attestations from the Servicer, the Trustee,
the Custodian or any Servicing Function Participant engaged by such parties, (i)
the Depositor shall review the report and, if applicable, consult with such
parties as to the nature of any defaults by such parties, in the fulfillment of
any of each such party’s obligations hereunder or under any other applicable
agreement, and (ii) the Trustee shall confirm that each Assessment of Compliance
is coupled with an Accountant’s Attestation meeting the requirements of this
Section and notify the Depositor of any exceptions.

     

    (c)           The
Depositor shall enforce any obligation of the Servicer and the Custodian, to the
extent set forth in the Servicing Agreement and the Custodial Agreement, as
applicable, to deliver to the Trustee an attestation as may be required pursuant
to the Servicing Agreement or the Custodial Agreement, as
applicable.  

     

    Section
6.23.    Intention of the Parties and Interpretation;
Indemnification.

     

    Each of
the parties acknowledges and agrees that the purpose of Sections 6.20 and 6.21
of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB promulgated by the Commission under the Exchange Act
(17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to
time and subject to such 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 Trustee shall comply with the reasonable requests made by the Depositor
for delivery of such additional or different information as the Depositor may
determine in good faith is necessary to comply with the provisions of Regulation
AB, which information is available to the Trustee without unreasonable effort or
expense and within such timeframe as may be reasonably requested, 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.

     

    The
Trustee and any Servicing Function Participant engaged by the Trustee shall
indemnify and hold harmless the Depositor and its Affiliates and each of their
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 party of any of its obligations hereunder,
including particularly its obligations to provide any Assessment of Compliance
or Accountant’s Attestation required under Sections 6.21 and 6.22, respectively,
or any information, data or materials required to be included in any Exchange
Act report or (b) any material misstatement or material omission in any
Assessment of Compliance, Accountant’s Attestation delivered by it or by any
Servicing Function Participation engaged by it pursuant to this Agreement or any
Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure concerning the Trustee.  If the indemnification provided
for herein is unavailable or insufficient to hold harmless the Depositor or its
Affiliates, as the case may be, then each such party agrees that it shall
contribute to the amount paid or payable by the Depositor and its Affiliates, as
applicable, as a result of any claims, losses, damages or liabilities incurred
by such party, in such proportion as is appropriate to reflect the relative
fault of the indemnified party on the one hand and the indemnifying party on the
other.  This indemnification shall survive the termination of this
Agreement or the termination of any party to this Agreement.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    Section
6.24.    Inability to Perform or Bankruptcy of Deal
Party.

     

    (a)           If  the
Servicer, Depositor or Seller or any other party with obligations,
responsibilities or duties related to this transaction (for the purposes of this
section only, a "Deal Party") ceases to exist, is judicially dissolved, files
for bankruptcy (either voluntarily or involuntarily), becomes subject to the
appointment of a trustee, conservator, receiver or liquidator in any insolvency,
conservatorship or receivership, or otherwise becomes subject to any other
supervisory authority restricting its actions, or for any other reason is unable
to operate its business in the normal course and to the satisfaction of its
duties herein, any obligations or responsibilities of such Deal Party, including
but not limited to the obligation to file tax returns, indemnify other Deal
Parties or third-party beneficiaries, file UCC amendments or continuation
statements, or handle proceeds or other aspects resulting from the termination
of the Trust Fund, may be performed by the Trustee (with the exception of any
indemnification or reimbursement obligations) at the direction of more than 50%
of the Aggregate Voting Interests of the Certificateholders.  If such
holders fail to provide the Trustee with timely direction, the Trustee shall not
be obligated to act.

    


    (b)           If
a Deal Party has ceased to act or exist in a manner as specified in (a) above,
has not yet been replaced, and is subsequently required to consent to any
amendment of any Transaction Document or any action performed pursuant to any
Transaction Document, such requirement shall be automatically waived with
regards to that party.  If a Deal Party has ceased to act or exist in
a manner as specified in (a) above, has not yet been replaced, and is
subsequently required to consent to any action taken under any Transaction
Document, direct any action to be taken under any Transaction Document or
provide notice under any Transaction Document for any reason, such requirement
shall be performed by the Trustee, as applicable, pursuant to the provisions of
(a) above.

    


    (c)           If
any Deal Party that has any obligations, responsibilities or duties to the Trust
Fund under any agreement, including but not limited to repurchase obligations,
shall voluntarily or involuntarily file for bankruptcy, the Trustee on behalf of
the Holders shall protect the interest of the Trust Fund in relation to such
bankruptcy proceeding in such manner as the Trustee deems appropriate, including
but not limited to acting by and through the filing of proofs of claims and
other appropriate actions, claims or responses, in such court as the Trustee
shall determine to have jurisdiction thereof.

    


    (d)           In
the event of dissolution, bankruptcy or any other event that results in the
inability of any Deal Party to perform its obligations or responsibilities under
this Agreement, such entity shall provide the Trustee and/or Servicer with such
limited powers of attorney as may be necessary to administer the Mortgage Loans
and Trust Fund.  Such entity shall also ensure that any and all
records related to the origination and/or servicing of such Mortgage Loans are
preserved and transferred to the Trustee or Custodian.

    


    (e)           Any
costs, expenses or fees related to performing these functions (including but not
limited to fees of counsel and internal costs associated with personnel not
ordinarily engaged in the ordinary, ongoing duties of the Trustee) shall be
reimbursed from the Distribution Account pursuant to Section 6.12, subject to
the limitations in clause (B) of the definition of Available Distribution
Amount.  The Trustee may charge a reasonable and customary fee in
connection with performing, as necessitated by this Section 6.24, any
obligations, responsibilities or duties of another Deal Party under this
Agreement, and such fee shall be paid from the Distribution Account pursuant to
Section 6.12, subject to the limitations in clause (B) of the definition of
Available Distribution Amount.  If the Trustee reasonably believes
that its fees, expenses and costs relating to its actions under this Section
6.24 will exceed the amounts provided for in the definition of Available
Distribution Amount, it shall refrain from taking any such actions unless it has
received reasonable indemnity against such amounts from the party or parties
requesting such actions.

    


    ARTICLE
VII

     

    PURCHASE
OF MORTGAGE LOANS AND

    TERMINATION
OF THE TRUST FUND

     

    Section
7.01    Purchase of Mortgage Loans; Termination of Trust
Fund Upon Purchase or Liquidation of All Mortgage Loans.


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


    (a)           The
obligations and responsibilities of the Trustee created hereby (other than the
obligation of the Trustee to make payments to the Certificateholders as set
forth in Section 7.02), shall terminate on the earliest of (i) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust Fund and
the disposition of all REO Property, (ii) the distribution of proceeds in
connection with the exercise of the Clean-up Call pursuant to the Servicing
Agreement or this Agreement and (iii) the Distribution Date immediately
following the Latest Possible Maturity Date; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last 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.  Any termination of the Trust Fund shall be
carried out in such a manner so that the termination of each REMIC included
therein shall qualify as a “qualified liquidation” under the REMIC
Provisions.

     

    (b)          
In connection with an exercise of the Clean-up Call pursuant to the Servicing
Agreement or this Agreement, the Trustee shall cause each REMIC to adopt a plan
of complete liquidation by complying with the provisions of Section
7.03. 

     

    (c)           The
Depositor, the Servicer, the Trustee and the Custodian shall be reimbursed from
the Clean-up Call Price for any Advances, Servicing Advances, accrued and unpaid
Servicing Fees or other amounts with respect to the related Mortgage Loans that
are reimbursable to such parties under this Agreement, the Servicing Agreement
or the Custodial Agreement prior to distributions to any
Certificateholder.

    


    (d)          On
any date on which the Aggregate Stated Principal Balance is less than five
percent (5%) of the Aggregate Stated Principal Balance as of the Cut-off Date,
Redwood Trust, Inc. or its successor may terminate the Trust Fund by purchasing
all of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan for the Clean-up Call Price.  Redwood Trust, Inc., or its
successor shall provide to the Trustee not less than thirty (30) days prior
written notice of its intent to exercise its purchase and termination right
under this Section 7.01(d) and comply with the requirements of this Article VII
to effect a "qualified liquidation" under the REMIC
Provisions.  Redwood Trust, Inc. is an express third party beneficiary
of this Agreement, and shall have the same power and ability to exercise and
enforce the rights stated to be provided to it hereunder as if it were a
signatory hereto.  The Depositor and the Trustee hereby consent to
such exercise.

    


    Section
7.02    Procedure Upon Redemption and Termination of Trust
Fund. 

     

    (a)           If
on any Determination Date the Trustee 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 Trustee shall promptly send a final
distribution notice to each Certificateholder.  Such notice shall
specify (A) the Distribution Date upon which final distribution on the
Certificates of all amounts required to be distributed to Certificateholders
pursuant to Section 5.02 will be made upon presentation and surrender of the
Certificates at the Certificate Registrar’s Corporate Trust Office, and (B) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, distribution being made only upon presentation and surrender of the
Certificates at the office or agency of the Certificate Registrar therein
specified.  The Trustee shall give such notice to the Certificate
Registrar at the time such notice is given to Holders of the
Certificates.  Upon any such termination, the duties of the
Certificate Registrar with respect to the Certificates shall
terminate.

     

    Upon
termination of the Trust Fund, the Trustee shall terminate the Distribution
Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustee’s obligation hereunder to hold all amounts
payable to Certificateholders in trust without interest pending such
payment.

     

    (b)           In
the event that all of the Holders do not surrender their Certificates for
cancellation within three months after the time specified in the termination
notice, the Trustee 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 one year after
the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee may take appropriate steps to contact the remaining
Certificateholders concerning surrender of such Certificates, and the cost
thereof shall be paid out of the amounts distributable to such
Holders.  If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Trustee shall, subject to
applicable state law relating to escheatment, hold all amounts distributable to
such Holders for the benefit of such Holders.  No interest shall
accrue on any amount held by the Trustee and not distributed to a
Certificateholder due to such Certificateholder’s failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section.


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

     

    (c)           Any
reasonable expenses incurred by the Trustee in connection with any redemption or
termination or liquidation of the Trust Fund shall be reimbursed from proceeds
received from the liquidation of the Trust Fund.

     

    Section
7.03    Additional Trust Fund Termination
Requirements. 

     

    (a)           Any
termination of the Trust Fund in connection with the Clean-Up Call or involving
any other sale of assets of the Trust Fund prior to the final payment or other
liquidation of the last Mortgage Loan remaining in the Trust Fund shall be
effected in accordance with the following additional requirements, unless the
Trustee receives an Opinion of Counsel (at the expense of the party exercising
any right of termination), addressed to the Trustee to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 7.03
will not result in an Adverse REMIC Event:

     

    (i)     
      Within 89 days prior to the time of the
making of the final payment on the Certificates, upon notification that a party
intends to exercise its option to cause the termination of the Trust Fund, the
Trustee shall adopt a plan of complete liquidation of the Trust Fund on behalf
of each REMIC, meeting the requirements of a qualified liquidation under the
REMIC Provisions, in the form provided by the party exercising its termination
right in connection with a Clean-up Call or by the Depositor in connection with
any other termination of the Trust Fund;

     

    (ii)           Any
sale of the Mortgage Loans upon the exercise of a Clean-up Call shall be a sale
for cash and shall occur at or after the time of adoption of such a plan of
complete liquidation and prior to the time of making of the final payment on or
credit to the Certificates, and upon the closing of such a sale, the Trustee
shall deliver or cause the Custodian to deliver the assets to the purchaser
thereof as instructed by the Servicer;

     

    (iii)          On
the date specified for final payment of the Certificates, the Trustee shall make
final distributions of principal and interest on the Certificates in accordance
with Section 5.02 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 or credit to 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)           By
its acceptance of a Residual Certificate, each Holder thereof hereby agrees to
accept the plan of complete liquidation adopted by the Trustee under this
Section and to take such other action in connection therewith as may be
reasonably requested by the Servicer.


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    ARTICLE
VIII

     

    RIGHTS OF
CERTIFICATEHOLDERS

     

    Section
8.01    Limitation on Rights of Holders. 

     

    (a)           The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or this 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 this 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 Trustee 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 an Event of Default and of the continuance
thereof, as hereinbefore provided, and unless, except as otherwise specified
herein, the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount or Class Notional Amount (or Percentage Interest) 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 such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty 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 sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the 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, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in
equity.

     

    Section
8.02    Access to List of Holders. 

     

    (a)           If
the Trustee is not acting as Certificate Registrar, the Certificate Registrar
will furnish or cause to be furnished to the Trustee, within fifteen days after
receipt by the Certificate Registrar of a request by the Trustee in writing, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.

     

    (b)           If
three or more Holders or Certificate Owners (hereinafter referred to as
“Applicants”) apply in writing to the Certificate Registrar, and such
application states that the Applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Applicants propose to
transmit, then the Certificate Registrar shall, within five Business Days after
the receipt of such application, afford such Applicants reasonable access during
the normal business hours of the Certificate Registrar to the most recent list
of Certificateholders held by the Certificate Registrar or shall, as an
alternative, send, at the Applicants’ expense, the written communication
proffered by the Applicants to all Certificateholders at their addresses as they
appear in the Certificate Register.


    
      
         


      

      
        69

        
          

        

      

      
         


      

    

     

    (c)           Every
Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
and holding a Certificate, agrees with the Depositor, the Certificate Registrar
and the Trustee that neither the Depositor, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was derived.

    


    Section
8.03    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 Clearing Agency, may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in
person or by 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 Servicer.  Such instrument or instruments (as the action
embodies therein and evidenced thereby) are herein sometimes referred to as an
“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, if made in the manner provided in this Section.  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
neither the Trustee nor 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.

     

    ARTICLE
IX

     

    REMIC
ADMINISTRATION

     

    Section
9.01    REMIC Administration. 

     

    (a)           REMIC
elections as set forth in the Preliminary Statement to this Agreement shall be
made  by the Trustee on Forms 1066 or other appropriate federal tax or
information return 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 to this Agreement.


    
      
         


      

      
        70

        
          

        

      

      
         


      

    

     

    (b)           The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 86OG(a)(9) of the Code.  The “latest possible
maturity date” for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the
Latest Possible Maturity Date.

     

    (c)           The
Trustee 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 Trustee 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 Trustee in fulfilling its duties
hereunder (including its duties as tax return preparer).  The Trustee
shall be entitled to reimbursement of expenses to the extent provided in clause
(i) above from the Distribution Account, provided, however, the
Trustee shall not be entitled to reimbursement for expenses incurred in
connection with the preparation of tax returns and other reports as required by
Section 6.19 and this Section.

     

    (d)           The
Trustee shall prepare, sign and file, all of each REMIC’s federal and
appropriate state tax and information returns as such REMIC’s direct
representative.  The expenses of preparing and filing such returns
shall be borne by the Trustee.  In preparing such returns, the Trustee
shall, with respect to each REMIC created hereunder other than the Upper-Tier
REMIC (each such REMIC, a “Non-Upper-Tier REMIC”):  (i) treat the
accrual period for interests in such Non-Upper-Tier REMIC as the calendar month;
(ii) account for distributions made from such Non-Upper-Tier REMIC as made on
the first day of each succeeding calendar month; (iii) use the aggregation
method provided in Treasury Regulation section 1.1275-2(c); and (iv) account for
income and expenses related to such Non-Upper-Tier REMIC in the manner resulting
in the lowest amount of excess inclusion income possible accruing to the Holder
of the residual interest in such Non-Upper-Tier REMIC.

     

    (e)           The
Trustee 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 Trustee shall provide (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 Certificateholders
such information or reports as are required by the Code or REMIC
Provisions.

     

    (f)           The
Trustee and the Holders of Certificates shall, to the extent within their
knowledge and control, take such actions as may be necessary to maintain the
status of each REMIC as a REMIC under the REMIC Provisions and shall assist each
other as necessary to maintain such status.  Neither the Trustee nor
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 result in an Adverse REMIC Event unless the Trustee has received an
Opinion of Counsel (at the expense of the party seeking to take such action or
not to take such action but not at the expense of the Trustee) to the effect
that the contemplated action (or inaction, as the case may be) 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 Trustee its respective designee, 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 Trustee 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.  The Trustee may
consult with counsel (and conclusively rely upon the advice of such counsel) to
make such written advice, and the cost of the same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event shall such cost be an expense of the Trustee.


    
      
         


      

      
        71

        
          

        

      

      
         


      

    

     

    (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
Paying Agent 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
Trustee 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 Trustee shall not enter into any
arrangement by which any REMIC will receive a fee or other compensation for
services.

     

    (k)           The
Holder (or, if there is more than one such Holder, the Holder with the largest
Percentage Interest) of the Class LT-R Certificate is hereby designated as “tax
matters person” with respect to the Lower-Tier REMIC and the Holder Class R
Certificate (or, if there is more than one such Holder, the Holder with the
largest Percentage Interest) is hereby designated as “tax matters person” with
respect to the Upper-Tier REMIC and each such Holder shall be deemed by the
acceptance of its Certificate to have appointed the Trustee to act as its agent
to perform the duties of the “tax matters person” for each such
REMIC.

     

    Section
9.02    Prohibited Transactions and Activities. 

     

    Neither
the Depositor nor the Trustee shall 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 VII of this Agreement or (iv) a repurchase of
Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets
for any REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor 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 (a) result in an Adverse REMIC
Event, (b)  adversely affect the distribution of interest or principal
on the Certificates or (c) result in the encumbrance of the assets transferred
or assigned to the Trust Fund (except pursuant to the provisions of this
Agreement).

     

    Section
9.03    Indemnification with Respect to Prohibited
Transactions or Loss of REMIC Status.

     

    Upon the
occurrence of an Adverse REMIC Event due to the negligent performance by the
Trustee of its duties and obligations set forth herein, the Trustee 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 the
Trustee shall not be liable for any such Losses attributable to the action or
inaction of the Depositor, the Servicer or the Holder of the Residual
Certificate, nor for any such Losses resulting from misinformation provided by
any of the foregoing parties  on which the Trustee has
relied.  Notwithstanding the foregoing, however, in no event shall the
Trustee have any liability (1) 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 or under the Servicing
Agreement or under the Acknowledgement, (2) for any Losses other than arising
out of malfeasance, willful misconduct or negligent performance by the Trustee
of its duties and obligations set forth herein, and (3) for any special or
consequential damages to Certificateholders of the related Residual Certificate
(in addition to payment of principal and interest on the
Certificates).


    
      
         


      

      
        72

        
          

        

      

      
         


      

    

     

    ARTICLE
X

     

    MISCELLANEOUS
PROVISIONS

     

    Section
10.01    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
10.02    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.

     

    Section
10.03    Amendment. 

     

    (a)           This
Agreement may be amended from time to time by written agreement between the
Depositor and the Trustee, without notice to or the consent of any of the
Holders, (i) to cure any ambiguity or mistake, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust Fund or this Agreement in the
Prospectus, or to correct or supplement any provision herein which may be
inconsistent with any other provisions herein or with the provisions of the
Servicing Agreement, (iii) to make any other provisions with respect to matters
or questions arising under this Agreement, (iv) to add, delete, or amend any
provisions to the extent necessary or desirable to comply with any requirements
imposed by the Code and the REMIC Provisions or (v) if necessary in order to
avoid a violation of any applicable law or regulation.  No such
amendment effected pursuant to the preceding sentence shall, as evidenced by an
Opinion of Counsel, result in an Adverse REMIC Event, nor shall such amendment
effected pursuant to clause (iii) of such sentence adversely affect in any
material respect the interests of any Holder.  Prior to entering into
any amendment without the consent of Holders pursuant to this paragraph, the
Trustee shall be provided with an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that such amendment is permitted
under this Section and, with respect to an amendment effected pursuant to clause
(v) above, to the effect that such amendment is necessary in order to avoid a
violation of such applicable law.  

     

    (b)           This
Agreement may also be amended from time to time by the Depositor and the
Trustee, with the consent of the Holders of not less than 66-2/3% of the Class
Principal Amount or Class Notional Amount (or Percentage 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; provided, however, that no
such amendment shall be made unless the Trustee receives an Opinion of Counsel,
at the expense of the party requesting the change, that such change will not
cause an Adverse REMIC Event; and provided further, that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate, without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Principal Amount or Class Notional
Amount (or Percentage Interest) of Certificates of each Class, the Holders of
which are required to consent to any such amendment without the consent of the
Holders of 100% of the Class Principal Amount or Class Notional Amount (or
Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.


    
      
         


      

      
        73

        
          

        

      

      
         


      

    

     

    (c)           Promptly
after the execution of any such amendment, the Trustee shall furnish written
notification of the substance of such amendment to each Holder, the Depositor
and the Rating Agency.

     

    (d)           It
shall not be necessary for the consent of Holders under this Section 10.03 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 Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.

     

    (e)           Notwithstanding
anything to the contrary in the Servicing Agreement, the Trustee shall not
consent to any amendment of the Servicing Agreement except pursuant to the
standards provided in this Section with respect to amendment of this Agreement.
In
addition, neither the Trustee nor the Depositor shall consent to any amendment
to the Servicing Agreement unless prior written notice of the substance of such
amendment has been delivered to the Rating Agency.

     

    (f) 
          Prior to the
execution of any amendment to this Agreement, the Trustee shall be entitled to
receive and conclusively rely on an Opinion of Counsel (at the expense of the
Person seeking such amendment) stating that the execution of such amendment is
authorized and permitted by this Agreement.  The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee’s own rights, duties or immunities under this Agreement.

    


    Section
10.04    Voting Rights. 

     

    Except to
the extent that the consent of all affected Certificateholders is required
pursuant to this Agreement, with respect to any provision of this Agreement
requiring the consent of Certificateholders representing specified percentages
of aggregate outstanding Certificate Principal Amount or Class Notional Amount
(or Percentage Interest), Certificates owned by the Depositor, the Trustee, the
Servicer or any Affiliates of the Trustee or the Servicer are not to be counted
so long as such Certificates are owned by the Depositor, the Trustee, the
Servicer or any Affiliate of the Trustee or the Servicer.

     

    Section
10.05    Provision of Information. 

     

    (a)           For
so long as any of the Certificates of any Class are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, each of the
Depositor 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 Securities
Act.  Any reasonable, out-of-pocket expenses incurred by the Trustee
in providing such information shall be reimbursed by the Depositor.

     

    (b)           The
Trustee shall provide to any person to whom a Prospectus was delivered, upon the
request of such person specifying the document or documents requested, (i) a
copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K (or
other prescribed form) filed with the Securities and Exchange Commission
pursuant to Section 6.20 and (ii) a copy of any other document incorporated by
reference in the Prospectus.  Any reasonable out-of-pocket expenses
incurred by the Trustee in providing copies of such documents shall be
reimbursed by the Depositor.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

    


    (c)           On
each Distribution Date, the Trustee shall deliver or cause to be delivered by
first class mail or make available on its website to the Depositor,
Attention:  Contract Finance, a copy of the report delivered to
Certificateholders pursuant to Section 4.02.

     

    Section
10.06    Governing Law. 

     

    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     

    Section
10.07    Notices. 

     

    (a)           All
demands, notices and communications required to be delivered to the Depositor,
the Seller, the Trustee or the Certificate Registrar hereunder shall be in
writing and shall be deemed to have been duly given if (i) personally delivered,
(ii) mailed by registered mail, postage prepaid, (iii) delivered by overnight
courier, or (iv) transmitted via email, telegraph or facsimile, in each instance
at the address listed below, or such other address as may hereafter be furnished
by any party to the other parties in writing:

    


    In the
case of the Depositor:

    


    Sequoia
Residential Funding, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Facsimile
number (415) 381-1773

    Electronic
mail address: Sequoia.Notices@redwoodtrust.com

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    In the
case of the Seller:

    


    RWT
Holdings, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Facsimile
number (415) 381-1773

    Electronic
mail address: Sequoia.Notices@redwoodtrust.com

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    In the
case of the Trustee:

    


    Wells
Fargo Bank, N.A.

    9062 Old
Annapolis Road

    Columbia,
Maryland 21045

    Telephone
number:  (410) 884-2000

    Facsimile
number: (410)
715-2380

    Electronic
mail address:  g=cts-spg-team-a-5@wellsfargo.com

    Attention:  Client
Manager — Sequoia Mortgage Trust 2010-H1


    
      
         


      

      
        75

        
          

        

      

      
         


      

    

    


    In the
case of the Certificate Registrar:

    


    Wells
Fargo Bank, N.A.

    Sixth
Street and Marquette Avenue

    Minneapolis,
Minnesota  55479

    Facsimile
number: 1-866-614-1273

    Electronic
mail address: g=cts-spg-team-a-5@wellsfargo.com

    Attention:
Corporate Trust Services — Sequoia Mortgage Trust 2010-H1.

     

    Any such
demand, notice or communication shall be deemed to have been received on the
date delivered to the premises of the addressee and, (A) if delivered by
registered mail, overnight courier, or facsimile, as evidenced by the date noted
on a return or confirmation of receipt and (B) if delivered by electronic mail,
when sent to the address specified above, provided no error or rejection message
has been received by the sender.

    


    (b)           Notices
to any Certificateholder shall be deemed to be duly given by any party hereto
(i) in the case of any holder of a Definitive Certificate, on the date
mailed, first class postage prepaid, to the address of such holder as included
on the certificate register, or (ii) in the case of any book-entry certificate,
on the date when such notice or communication is delivered to the Clearing
Agency, it being understood that the Clearing Agency shall give such notices and
communications to the related underlying participants in accordance with its
applicable rules, regulations and procedures.

    


    All
notices or communications to Certificateholders shall also be posted and made
available to all Certificateholders, whether definitive or book-entry, as well
as the Depositor and the Trustee, by the Trustee on the Trustee website located
at www.ctslink.com.  Unless otherwise expressly provided for herein,
all notices and communications required to be delivered hereunder shall be
delivered to such parties and Certificateholders and posted by the Trustee on
the Trustee's website, in each instance, as soon as reasonably
practicable.

    


    Section
10.08    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
10.09    Indulgences; 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
10.10    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.


    
      
         


      

      
        76

        
          

        

      

      
         


      

    

    


    Section
10.11    Benefits of Agreement. 

     

    Nothing
in this Agreement or in the Certificates, express or implied, shall give to any
Person, other than the parties to this Agreement and their successors hereunder
and the Holders of the Certificates, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement.

     

    Section
10.12    Special Notices to the Rating
Agency. 

     

    (a)           The
Depositor shall give prompt notice to the Rating Agency of the occurrence of any
of the following events of which it has notice:

     

    (i)          
 any amendment to this Agreement pursuant to Section 10.03,
including prior advance written notice of any amendment to this Agreement
pursuant to Section 10.03(a);

     

    (ii)         
 the occurrence of any Event of Default and any
waiver of any Event of Default pursuant to Section 6.16

     

    (iii)          the
making of a final payment pursuant to Section 7.01; and

     

    (iv)         
any termination of the rights and obligations of the Servicer under the
Servicing Agreement and any
transfer of servicing under the Servicing Agreement.

     

    (b)           All
notices to the Rating Agency provided for this Section shall be in writing and
sent by first class mail, telecopy, electronic mail or overnight courier, as
follows:

    


    Moody’s
Investors Service

    7 World
Trade Center @ 250 Greenwich St.

    New York,
NY  10007

    Electronic
Mail:   servicerreports@moodys.com

    Attn:
Residential Mortgages

      

    (c)           The
Trustee shall provide or make available to the Rating Agency reports prepared
pursuant to Section 4.02.  In addition, the Trustee shall, at the
expense of the Trust Fund, make available to the Rating Agency such information
as such Rating Agency may reasonably request regarding the Certificates or the
Trust Fund, to the extent that such information is reasonably available to the
Trustee.

     

    Section
10.13    Conflicts. 

     

    To the
extent that the terms of this Agreement conflict with the terms of the Servicing
Agreement, the Servicing Agreement shall govern.

     

    Section
10.14    Counterparts. 

     

    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute one and the
same instrument.

     

    Section
10.15    No Petitions.

     

    The
Trustee, by entering into this Agreement, and each Certificateholder, by
accepting a Certificate, 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
the Certificates, this Agreement or any of the documents entered into by the
Depositor in connection with the transactions contemplated by this
Agreement.


    
      
         


      

      
        77

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective officers hereunto duly authorized as of the day and year
first above written.

     

    SEQUOIA
RESIDENTIAL FUNDING, INC.,

    as
Depositor

     

    
      
        
          	
                  By:

                	 
      
	
                  Name:

                
	
                  Title:

                


        

      

    

     

    WELLS
FARGO BANK, N.A.,

    as
Trustee

     

    
      
        
          	
                  By:

                	 
      
	
                  Name:  Sandra
      Whalen

                
	
                  Title:    Vice
      President

                


        

      

    

    


    Solely
for purposes of Section 2.04 and Section 2.06(b)

    accepted
and agreed to by:

    


    RWT
HOLDINGS, INC.,

    as
Seller

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

     

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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.

    


    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-l

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      	
              Initial
      Class Principal

              Amount
      of the Class A-1

              Certificates:
      $222,378,000

               

               

              Certificate
      Interest Rate: Adjustable

               

               

              Final
      Scheduled Distribution

              Date:
      February 2040

               

               

              NUMBER
      1

            	
              Initial
      Certificate

              Principal
      Amount of this

              Certificates:
      $222,378,000

               

               

              Cut-off
      Date: April 1, 2010

               

               

               

               

               

               

              CUSIP:
      81744P AA3

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class A-1 Certificates,
both as specified above) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off
Date (other than Scheduled Payments due on or prior to the Cut-off Date), the
rights of the Seller and the Depositor assigned to the Trustee under the
Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the
Insurance Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts and the
Distribution Account and property that secured a Mortgage Loan; and certain
other assets, if any, as described in the Pooling Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate
issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with
respect to such Certificate.  The Pooling Agreement also permits the
amendment thereof in certain limited circumstances without the consent of the
Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized
denominations evidencing the same initial Certificate Principal Amount
(or Notional Amount) will
be issued to the designated transferee or transferees.  As provided in
the Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder surrendering
the same.  No service charge will be made for any such registration of
transfer or exchange, but
the Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of
$100,000 in initial Certificate Principal Amount and in integral multiples of $1
in excess thereof and will
be registered in the name
of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities.  The Class A-IO Certificate is issuable
only in registered form as
a single Certificate representing the entire Percentage Interest in that
Class and will be
registered in the name of the nominee of the Clearing Agency, which shall
maintain such Certificates
through its book-entry facilities.  The Class R, and Class LT-R
Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical
form. The Certificates shall remain outstanding until the final
Distribution Date for the Certificates.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
                

               

            
	
                

               

            
	
              Dated:  _____________________________

            	
              ______________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ______________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    THIS IS
AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.  THE CERTIFICATE  NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, THE
CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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.

    


    THE
HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED
BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING
ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF
ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND
IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION EXEMPTION (“PTE”) 90-88, AS AMENDED, (THE “UNDERWRITER EXEMPTION”),
AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF
THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE
TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD &
POOR’S, FITCH, MOODY’S DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS
AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND
(III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE
COMPANY”).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IF THIS
CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT
DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE
LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED
SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW,
TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.

    


    ANY
PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03
OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.

    


    


    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-IO

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class Notional

                Amount
      of the Class A-IO

                Certificates:
      $222,378,000

                 

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

                 

                 

                 

              	
                Initial
      Certificate

                Notional
      Amount of this

                Certificates:
      $222,378,000

                 

                 

                Cut-off
      Date: April 1, 2010

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AB1

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class A-IO
Certificates, both as specified above) in a Trust Fund, the assets of which
consist of the Mortgage Loans and all interest and principal received thereon
after the Cut-off Date (other than Scheduled Payments due on or prior to the
Cut-off Date), the rights of the Seller and the Depositor assigned to the
Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale
Agreement, the Insurance Policies relating to the Mortgage Loans, all cash,
instruments or property held or required to be held in the Custodial Accounts
and the Distribution Account and property that secured a Mortgage Loan; and
certain other assets, if any, as described in the Pooling Agreement (the
foregoing assets hereinafter collectively referred to as the “Trust
Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not consent is made with respect to such Certificate.  The Pooling Agreement also permits the
amendment thereof in certain limited circumstances without the consent of the
Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by
the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class of authorized denominations evidencing the
same initial Certificate Principal Amount (or Notional Amount) will be issued to
the designated transferee or transferees.  As provided in the Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder surrendering the
same.  No service charge will be made for any such registration of
transfer or exchange, but
the Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in
excess thereof and will
be registered in the name
of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities.  The Class A-IO Certificate is issuable
only in registered form as
a single Certificate representing the entire Percentage
Interest in that Class and
will be registered in the name of the nominee of the Clearing Agency, which
shall maintain such Certificates through its book-entry
facilities.  The Class R, and Class LT-R Certificates will
each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical
form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	
              Dated:  ___________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.

    


    THIS
CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
AGREEMENT REFERRED TO HEREIN.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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.

    


    NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN
INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”)
UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION
PURSUANT TO SECTION 3.03(e)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT
SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE  OR THE
DEPOSITOR  TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE
DEPOSITOR.  EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO
REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED
TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE
TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE
FOREGOING.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANY
PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03
OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.

    


    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS B-l

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class Principal

                Amount
      of the Class B-1

                Certificates:
      $5,946,000

                 

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

              	
                Initial
      Certificate

                Principal
      Amount of this

                Certificates:
      $5,946,000

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AC9

              


      

    

    


    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class B-1 Certificates,
both as specified above) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off
Date (other than Scheduled Payments due on or prior to the Cut-off Date), the
rights of the Seller and the Depositor assigned to the Trustee under the
Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the
Insurance Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts and the
Distribution Account and property that secured a Mortgage Loan; and certain
other assets, if any, as described in the Pooling Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not consent is made with respect to such
Certificate.  The
Pooling Agreement also permits the amendment thereof in certain limited
circumstances without the consent of the Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized
denominations evidencing the same initial Certificate Principal Amount (or
Notional Amount) will be issued to the designated transferee or
transferees.  As provided in the Pooling Agreement and subject to certain
limitations therein set
forth, this Certificate is exchangeable for new Certificates of the same Class
evidencing the same aggregate initial Certificate Principal Amount (or Notional
Amount) as requested by the Holder surrendering the same.  No service
charge will be made for any such registration of transfer
or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in excess thereof and will be registered in the name of the nominee of the Clearing Agency,
which shall maintain such Certificates through its book-entry
facilities.  The
Class A-IO Certificate is issuable only in registered form as a single Certificate representing the
entire Percentage Interest in that Class and will be registered in the name of
the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities.  The Class R, and Class LT-R
Certificates will each be issued as a single Certificate representing
the entire Percentage
Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	
               

              Dated:  ___________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.

    


    THIS
CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
AGREEMENT REFERRED TO HEREIN.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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.

    


    NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN
INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”)
UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION
PURSUANT TO SECTION 3.03(e)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT
SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE  OR THE
DEPOSITOR  TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE
DEPOSITOR.  EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO
REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED
TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE
TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE
FOREGOING.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANY
PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03
OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.

    


    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS B-2

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class Principal

                Amount
      of the Class B-2

                Certificates:
      $2,379,000

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

                 

              	
                Initial
      Certificate

                Principal
      Amount of this

                Certificates:
      $2,379,000

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AD7

              


      

    

    


    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class B-2 Certificates,
both as specified above) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off
Date (other than Scheduled Payments due on or prior to the Cut-off Date), the
rights of the Seller and the Depositor assigned to the Trustee under the
Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the
Insurance Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts and the
Distribution Account and property that secured a Mortgage Loan; and certain
other assets, if any, as described in the Pooling Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not
consent is made with respect to such Certificate.  The Pooling Agreement also permits the
amendment thereof in certain limited circumstances without the consent of the
Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set
forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the
Certificate Registrar duly executed by the Holder thereof or such
Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized
denominations evidencing the same initial Certificate Principal Amount
(or Notional Amount) will be issued to the designated transferee or
transferees.  As provided in the Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same
Class evidencing the same aggregate initial Certificate Principal Amount (or
Notional Amount) as requested by the Holder surrendering the same.  No
service charge will be made for any such registration of transfer or exchange,
but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any exchange of Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in minimum
denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in excess thereof and will be registered in the name of the nominee
of the Clearing Agency, which shall maintain such Certificates through its book-entry
facilities.  The
Class A-IO Certificate is issuable only in registered form as a single Certificate representing the
entire Percentage Interest in that Class and will be registered in the name of
the nominee of the Clearing
Agency, which shall maintain such Certificates through its book-entry
facilities.  The Class R, and Class LT-R Certificates will each be
issued as a single
Certificate representing the entire Percentage Interest in that Class and will
be maintained in physical
form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	 	 
	
              Dated:  ____________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.

    


    THIS
CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
AGREEMENT REFERRED TO HEREIN.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
AGREEMENT.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN
INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”)
UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION
PURSUANT TO SECTION 3.03(e)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT
SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE  OR THE
DEPOSITOR  TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE
DEPOSITOR.  EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO
REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED
TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE
TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE
FOREGOING.

    


    ANY
PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03
OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.

    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS B-3

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class Principal

                Amount
      of the Class B-3

                Certificates:
      $4,162,000

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

              	
                Initial
      Certificate

                Principal
      Amount of this

                Certificates:
      $4,162,000

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AE5

              


      

    

    


    


    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class B-3 Certificates,
both as specified above) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off
Date (other than Scheduled Payments due on or prior to the Cut-off Date), the
rights of the Seller and the Depositor assigned to the Trustee under the
Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the
Insurance Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts and the
Distribution Account and property that secured a Mortgage Loan; and certain
other assets, if any, as described in the Pooling Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not consent
is made with respect to such Certificate.  The Pooling Agreement also permits the
amendment thereof in
certain limited circumstances without the consent of the
Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized
denominations evidencing the same initial Certificate Principal Amount (or
Notional Amount) will be issued to the designated transferee or transferees.  As provided in
the Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder
surrendering the same.  No service charge will be made for any such
registration of transfer or exchange, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in
connection with any exchange of Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal
Amount and in integral
multiples of $1 in excess thereof and will be registered in the name of the nominee
of the Clearing Agency, which shall maintain such Certificates through its
book-entry facilities.  The Class A-IO Certificate is issuable
only in registered form
as a single Certificate
representing the entire Percentage Interest in that Class and will be registered in the name of
the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities.  The Class R, and Class LT-R Certificates will each be
issued as a single
Certificate representing the entire Percentage Interest in that Class and will
be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	 
      


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	 	 
	
              Dated:  _____________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.

    


    THIS
CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
AGREEMENT REFERRED TO HEREIN.

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
AGREEMENT.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN
INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”)
UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION
PURSUANT TO SECTION 3.03(e)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT
SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE  OR THE
DEPOSITOR  TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE
DEPOSITOR.  EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO
REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED
TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE
TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE
FOREGOING.

    


    ANY
PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR
INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03
OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.

    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS B-4

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class Principal

                Amount
      of the Class B-4

                Certificates:
      $2,973,233

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

                 

              	
                Initial
      Certificate

                Principal
      Amount of this

                Certificates:
      $2,973,233

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AF2

              


      

    

    


    


    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Amount of this
Certificate by the initial Class Principal Amount of all Class B-4 Certificates,
both as specified above) in a Trust Fund, the assets of which consist of the
Mortgage Loans and all interest and principal received thereon after the Cut-off
Date (other than Scheduled Payments due on or prior to the Cut-off Date), the
rights of the Seller and the Depositor assigned to the Trustee under the
Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the
Insurance Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts and the
Distribution Account and property that secured a Mortgage Loan; and certain
other assets, if any, as described in the Pooling Agreement (the foregoing
assets hereinafter collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not consent is made with respect to such
Certificate.  The
Pooling Agreement also permits the amendment thereof in certain limited
circumstances without the consent of the Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized denominations
evidencing the same initial Certificate Principal Amount (or Notional Amount)
will be issued to the designated transferee or transferees.  As
provided in the Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable
for new Certificates of the same Class evidencing the same aggregate initial
Certificate Principal Amount (or Notional Amount) as requested by the Holder
surrendering the same.  No service charge will be made for any
such registration of transfer or
exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in excess thereof and will be registered in the name of the nominee
of the Clearing Agency,
which shall maintain such Certificates through its book-entry
facilities.  The
Class A-IO Certificate is issuable only in registered form as a single Certificate representing the
entire Percentage Interest in that Class and will be registered in the name of the nominee of
the Clearing Agency, which shall maintain such Certificates through its
book-entry facilities.  The Class R, and Class LT-R Certificates will
each be issued as a single
Certificate representing the entire Percentage Interest in that Class and will be
maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	 	 
	
              Dated:  ____________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
AGREEMENT.

     

    
      ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (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 COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING
LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER
REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS
STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.



    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO THE
EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (COLLECTIVELY, A "PLAN") NOR A
PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY
SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS
PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE 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 (B) AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR, AND UPON
WHICH THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, AND THE DEPOSITOR
SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH
CERTIFICATE BY THE  PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER,
OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH
ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE TRUST FUND OR ANY OF SUCH ENTITIES. A TRANSFEREE OF A BOOK-ENTRY
CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED
HEREIN.

    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS R

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class

                Amount
      of the Class R

                Certificates:
      $50

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

                 

                 

                 

              	
                Initial
      Certificate

                Amount
      of this

                Certificates:
      $50

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AG0

              


      

    

    


    


    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT RWT HOLDINGS, INC.,
is the registered owner of the Percentage Interest evidenced by this Certificate
in a Trust Fund, the assets of which consist of the Mortgage Loans and all
interest and principal received thereon after the Cut-off Date (other than
Scheduled Payments due on or prior to the Cut-off Date), the rights of the
Seller and the Depositor assigned to the Trustee under the Servicing Agreement
and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies
relating to the Mortgage Loans, all cash, instruments or property held or
required to be held in the Custodial Accounts and the Distribution Account and
property that secured a Mortgage Loan; and certain other assets, if any, as
described in the Pooling Agreement (the foregoing assets hereinafter
collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”),
between Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions
and conditions thereof the Holder of this Certificate by virtue of the
acceptance hereof assents, and by which such Holder is bound. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Pooling Agreement. The Certificates consist of
the following Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1,
Class B-2, Class B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not consent is made with respect to such
Certificate.  The
Pooling Agreement also permits the amendment thereof in certain limited
circumstances without the consent of the Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the
same initial Certificate Principal Amount (or Notional Amount) will be issued to
the designated transferee or transferees.  As provided in the
Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder surrendering
the same.  No service charge will be made for any such registration of transfer or exchange,
but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in excess thereof and will be registered in the name of the nominee
of the Clearing Agency,
which shall maintain such Certificates through its book-entry
facilities.  The
Class A-IO Certificate is issuable only in registered form as a single Certificate representing the
entire Percentage Interest in that Class and will be registered in the name of the nominee of the
Clearing Agency, which shall maintain such Certificates through its book-entry
facilities.  The Class R, and Class LT-R Certificates will each be
issued as a single
Certificate representing the entire Percentage Interest in that Class and will be maintained
in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	 	 
	
              Dated:  _____________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

    


    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
AGREEMENT.

    


    
      ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (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 COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING
LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER
REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS
STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS LT-R
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO THE
EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (COLLECTIVELY, A "PLAN") NOR A
PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY
SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS
PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE 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 (B) AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR, AND UPON
WHICH THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, AND THE DEPOSITOR
SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH
CERTIFICATE BY THE  PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER,
OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH
ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE TRUST FUND OR ANY OF SUCH ENTITIES. A TRANSFEREE OF A BOOK-ENTRY
CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED
HEREIN.

    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS LT-R

    


    Evidencing
a beneficial interest in a pool of hybrid residential mortgage loans and any
other assets established by

    


    SEQUOIA
RESIDENTIAL FUNDING, INC.

    


    
      
        	
                Initial
      Class

                Amount
      of the Class LT-R

                Certificates:
      $50

                 

                Certificate
      Interest Rate: Adjustable

                 

                 

                Final
      Scheduled Distribution

                Date:
      February 2040

                 

              	
                Initial
      Certificate

                Amount
      of this

                Certificates:
      $50

                 

                 

                Cut-off
      Date: April 1, 2010

                 

                 

                 

                 

                 

              
	
                NUMBER
      1

              	
                CUSIP:
      81744P AH8

              


      

    

    


    


    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    THIS CERTIFIES THAT RWT HOLDINGS, INC.,
is the registered owner of the Percentage Interest evidenced by this Certificate
in a Trust Fund, the assets of which consist of the Mortgage Loans and all
interest and principal received thereon after the Cut-off Date (other than
Scheduled Payments due on or prior to the Cut-off Date), the rights of the
Seller and the Depositor assigned to the Trustee under the Servicing Agreement
and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies
relating to the Mortgage Loans, all cash, instruments or property held or
required to be held in the Custodial Accounts and the Distribution Account and
property that secured a Mortgage Loan; and certain other assets, if any, as
described in the Pooling Agreement (the foregoing assets hereinafter
collectively referred to as the “Trust Fund”).

    


    Distributions on this Certificate will
be made on the 25th day of each month or, if such a day is not a Business Day,
then on the succeeding Business Day, commencing in May 2010 (each, a
“Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution
Date (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to all Certificates of the Class represented by this Certificate.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.

    


    Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which shall have
the same effect as though fully set forth on the face of this
Certificate.

    


    Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, whose
name appears below by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, Wells Fargo Bank,
N.A., as Trustee, has caused this Certificate to be duly executed.

    


    WELLS
FARGO BANK, N.A.,

    as
Trustee

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    


    CERTIFICATE
AUTHENTICATION

    


    This is one of the Certificates
referred to in the within-mentioned Pooling Agreement.

    


    WELLS
FARGO BANK, N.A.,

    as
Authenticating Agent

    


    


    By:  ____________________________

    AUTHORIZED
SIGNATORY

    


    Dated:  __________________________

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    SEQUOIA
MORTGAGE TRUST 2010-H1

    MORTGAGE
PASS-THROUGH CERTIFICATE

    


    This Certificate is one of a duly
authorized issue of certificates designated as Sequoia Mortgage Trust 2010-H1
Mortgage Pass-Through Certificates (the “Certificates”), representing all or
part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”), among
Sequoia Residential Funding, Inc., as depositor (the “Depositor”), and Wells
Fargo Bank, N.A., as trustee (the “Trustee”), to which terms, provisions and
conditions thereof the Holder of this Certificate by virtue of the acceptance
hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Pooling Agreement. The Certificates consist of the following
Classes: Class A-1, Class R, Class LT-R, Class A-IO, Class B-1, Class B-2, Class
B-3, and Class B-4.

    


    On each Distribution Date, the Paying
Agent, on behalf of the Trustee, will make distributions from the Distribution
Account to the Holders of Certificates according to the terms of the Pooling
Agreement.  All distributions or allocations made with respect to each
Class of Certificates on each Distribution Date shall be allocated among the
outstanding Certificates of such Class based on the Certificate Principal Amount
(or Notional Amount) of each such Certificate.

    


    Distributions on this Certificate will
be made by check mailed to the Holder of record of this Certificate on the
immediately preceding Record Date at the address of such Holder as its appears
on the Certificate Register or, upon written request, made to the Trustee at
least five Business Days prior to the related Record Date, by any
Certificateholder owning an aggregate initial Certificate Principal Amount of at
least $1,000,000 or, in the case of a Class of Interest-Only Certificates and
any Residual Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder requesting such wire transfer by deducting a
wire transfer fee from the related distribution; provided, however, that the
final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office (as
defined below); provided, further, that the foregoing provisions shall not apply
to any Certificate as long as such Certificate remains a Book-Entry Certificate,
in which case all payments made shall be made through the Clearing Agency and
its Clearing Agency Participants.  Notwithstanding such final payment
of principal of any of the Certificates, each Residual Certificate will remain
outstanding until the termination of the related REMIC or REMICs and the payment
in full of all other amounts due with respects to the Residual Certificates and
at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office.

    


    The Corporate Trust Office with respect
to the presentment and surrender of Certificates for the final distribution
thereon or for any other purpose is the corporate trust office of the
Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services -- Sequoia Mortgage Trust
2010-H1 or at such other address as the Trustee may designate from time to
time.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    The Pooling Agreement may be amended by
the Trustee and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
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 the Pooling Agreement or of modifying in any manner the rights of
the Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby.  For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.  Any consent by the Holder of this Certificate will be
conclusive and binding upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not consent is made with respect to such
Certificate.  The
Pooling Agreement also permits the amendment thereof in certain limited
circumstances without the consent of the Holders.

    


    As provided in the Pooling Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder thereof or such Holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the
same initial Certificate Principal Amount (or Notional Amount) will be issued to
the designated transferee or transferees.  As provided in the
Pooling Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder surrendering
the same.  No service charge will be made for any such registration of transfer or exchange,
but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any exchange of
Certificates.

    


    The Class A-1, Class B-1, Class B-2,
Class B-3, and Class B-4 Certificates are issuable only in registered form in
minimum denominations of $100,000 in initial Certificate Principal Amount and in
integral multiples of $1 in excess thereof and will be registered in the name of the nominee
of the Clearing Agency,
which shall maintain such Certificates through its book-entry
facilities.  The
Class A-IO Certificate is issuable only in registered form as a single Certificate representing the
entire Percentage Interest in that Class and will be registered in the name of the nominee of the
Clearing Agency, which shall maintain such Certificates through its book-entry
facilities.  The Class R, and Class LT-R Certificates will each be
issued as a single
Certificate representing the entire Percentage Interest in that Class and will be maintained
in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    On any date on which the Aggregate
Stated Principal Balance of the Mortgage Loans has declined to less than 10% of
the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, subject to satisfaction of the conditions described in the Pooling
Agreement and the Servicing Agreement, the Servicer may purchase all of the
Mortgage Loans from the Trust Fund, thereby causing an early retirement of the
Certificates.  If this right is not exercised by the Servicer, an
affiliate of the Depositor and the Seller will have the option to purchase all
of the Mortgage Loans from the Trust Fund on any date on which the initial
Aggregate Stated Principal Balance of the Mortgage Loans has declined to less
than 5% of the initial Aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

    


    In no event will the trust created by
the Pooling Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants living at the date of the Pooling
Agreement of a certain person named in the Pooling Agreement.

    


    The Depositor, the Trustee, and the
Certificate Registrar and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Trustee, nor the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.

    


    As provided in the Pooling Agreement,
this Certificate and the Pooling Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict
of laws principles applied in the State of New York.  In the event of
any conflict between the provisions of this Certificate and the Pooling
Agreement, the Pooling Agreement shall be controlling.

    


    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
unto

    
      	
               
      

               

            
	
               

               
      

            


    

    (Please
print or type name and address, including postal zip code, of assignee and
social security number or employer identification number)

    
      	
               

               
      

            


    

    the
within Certificate stating in the names of the undersigned in the Certificate
Register and does hereby irrevocably constitute and appoint

    
      	
               

               
      

            


    

    to
transfer such Certificate in such Certificate Register.

     

    I [we]
further direct the Certificate Registrar to issue a new Certificate of the same
Class of like principal to the above-named assignee and deliver such Certificate
to the following address:

    
      	
               

               
      

            
	
               

               
      

            
	 	 
	
              Dated:  _____________________________

            	
              ____________________________________

            
	 
      	
              Signature
      by or on behalf of Assignor

            
	
              ____________________________________

            	
              ____________________________________

            
	
              Authorized
      Officer

            	
              Signature
      Guaranteed

            
	 
      	 
      
	
              ____________________________________

            	
              ____________________________________

            
	
              Name
      of Institution

            	
              NOTICE:
      The signature(s) of this assignment must correspond with the name(s) on
      the face of this Certificate without alteration or any change
      whatsoever.  The signature must be guaranteed by a participant
      in the Securities Transfer Agents Medallion Program, the New York Stock
      Exchange Medallion Signature Program or the Stock Exchanges Medallion
      Program.  Notarized or witnessed signatures are not acceptable
      as guaranteed signatures.

            


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DISTRIBUTION
INSTRUCTIONS

     

    The
assignee should include the following for the information of the Certificate
Registrar.  Distributions shall be made by wire transfer 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.

     

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM OF
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      
        
          
            	
                     STATE 
      OF

                  	 	
                    )

                  
	 
      	 
       	
                    )           ss.:

                  
	
                     COUNTY
      OF

                  	 	
                    )

                  


          

        

      

    

     

    [NAME OF
OFFICER], _________________ being first duly sworn, deposes and
says:

    


    
      	
               
      

            	
              1.

            	
              That he [she] is [title of
      officer] ________________________ of [name of Purchaser]
      _________________________________________ (the “Purchaser”), a
      _______________________ [description of type of entity] duly organized and
      existing under the laws of the [State of __________] [United States], on
      behalf of which he [she] makes this
  affidavit.

            


    

    


    
      	
               
      

            	
              2.

            	
              That the Purchaser’s Taxpayer
      Identification Number is
      [           ].

            


    

    


    
      	
               
      

            	
              3.

            	
              That the Purchaser is not a
      “disqualified organization” within the meaning of Section 860E(e)(5) of
      the Internal Revenue Code of 1986, as amended (the “Code”) and will not be
      a “disqualified organization” as of [date of transfer], and that the
      Purchaser is not acquiring a Residual Certificate (as defined in the
      Agreement) for the account of, or as agent (including a broker, nominee,
      or other middleman) for, any person or entity from which it has not
      received an affidavit substantially in the form of this
      affidavit.  For these purposes, a “disqualified organization”
      means the United States, any state or political subdivision thereof, any
      foreign government, any international organization, any agency or
      instrumentality of any of the foregoing (other than an instrumentality if
      all of its activities are subject to tax and a majority of its board of
      directors is not selected by such governmental entity), any cooperative
      organization furnishing electric energy or providing telephone service to
      persons in rural areas as described in Code Section 1381(a)(2)(C), any
      “electing large partnership” within the meaning of Section 775 of the
      Code, or any organization (other than a farmers’ cooperative described in
      Code Section 521) that is exempt from federal income tax unless such
      organization is subject to the tax on unrelated business income imposed by
      Code Section 511.

            


    

    


    
      	
               
      

            	
              4.

            	
              That
      the Purchaser either (x) is not, and on __________________ [date of
      transfer] will not be, an employee benefit plan or other retirement
      arrangement subject to Section 406 of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
      (“Code”), (collectively, a “Plan”) or a person acting on behalf of any
      such Plan or investing the assets of any such Plan to acquire a Residual
      Certificate; or (y) herewith delivers to the Certificate Registrar an
      opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the
      Certificate Registrar, and upon which the Certificate Registrar, the
      Trustee and the Depositor shall be entitled to rely, to the effect that
      the purchase or holding of such Residual Certificate by the Investor will
      not result in any non-exempt prohibited transactions under Title I of
      ERISA or Section 4975 of the Code and will not subject the Certificate
      Registrar, the Trustee or the Depositor to any obligation in addition to
      those undertaken by such entities in the Agreement, which opinion of
      counsel shall not be an expense of the Trust Fund or any of the above
      parties.

            


    


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              That the Purchaser hereby
      acknowledges that under the terms of the Pooling Agreement, dated as of
      April 1, 2010 (the “Agreement”), by and between Sequoia Residential
      Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Trustee with
      respect to Sequoia Mortgage Trust 2010-H1 Mortgage Pass-Through
      Certificates, no transfer of the Residual Certificates shall be permitted
      to be made to any person unless the Certificate Registrar has received a
      certificate from such transferee containing the representations in
      paragraphs 3 and 4 hereof.

            


    

    


    
      	
               
      

            	
              6.

            	
              That the Purchaser does not hold
      REMIC residual securities as nominee to facilitate the clearance and
      settlement of such securities through electronic book-entry changes in
      accounts of participating organizations (such entity, a “Book-Entry
      Nominee”).

            


    

    


    
      	
               
      

            	
              7.

            	
              That the Purchaser does not have
      the intention to impede the assessment or collection of any federal, state
      or local taxes legally required to be paid with respect to such Residual
      Certificate.

            


    

    


    
      	
               
      

            	
              8.

            	
              That the Purchaser will not
      transfer a Residual Certificate to any person or entity (i) as to which
      the Purchaser has actual knowledge that the requirements set forth in
      paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that
      the Purchaser has reason to believe does not satisfy the requirements set
      forth in paragraph 7 hereof, and (ii) without obtaining from the
      prospective Purchaser an affidavit substantially in this form and
      providing to the Certificate Registrar a written statement substantially
      in the form of Exhibit C to the
  Agreement.

            


    

    


    
      	
               
      

            	
              9.

            	
              That the Purchaser understands
      that, as the holder of a Residual Certificate, the Purchaser may incur tax
      liabilities in excess of any cash flows generated by the interest and that
      the Purchaser has and expects to have sufficient net worth and/or
      liquidity to pay in full any tax liabilities attributable to ownership of
      a Residual Certificate and intends to pay taxes associated with holding
      such Residual Certificate as they become
  due.

            


    

    


    
      	
               
      

            	
              10.

            	
              That the Purchaser (i) is not a
      Non-U.S. Person or (ii) 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 Certificate
      Registrar with an effective Internal Revenue Service Form W-8ECI
      (Certificate of Foreign Person’s Claim for Exemption From Withholding on
      Income Effectively Connected With the Conduct of a Trade or Business in
      the United States) or successor form at the time and in the manner
      required by the Code or (iii) is a Non-U.S. Person that has delivered to
      the transferor, the Depositor and the Certificate Registrar an opinion of
      a nationally recognized tax counsel to the effect that the transfer of
      such Residual Certificate to it is in accordance with the requirements of
      the Code and the regulations promulgated thereunder and that such transfer
      of a Residual Certificate will not be disregarded for federal income tax
      purposes.  “Non-U.S. Person” means an individual, corporation,
      partnership or other person other than (i) a citizen or resident of the
      United States; (ii) a corporation, partnership or other entity created or
      organized in or under the laws of the United States or any state thereof,
      including for this purpose, the District of Columbia; (iii) an estate that
      is subject to U.S. federal income tax regardless of the source of its
      income; (iv) a trust if a court within the United States is able to
      exercise primary supervision over the administration of the trust and one
      or more United States trustees have authority to control all substantial
      decisions of the trust; and, (v) to the extent provided in Treasury
      regulations, certain trusts in existence on August 20, 1996 that are
      treated as United States persons prior to such date and elect to continue
      to be treated as United States
persons.

            


    

    


    
      	
               
      

            	
              11.

            	
              The Purchaser will not cause
      income from the Residual Certificate to be attributable to a foreign
      permanent establishment or fixed base of the Purchaser or another U.S.
      taxpayer.

            


    


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              12.

            	
              That the Purchaser agrees to such
      amendments of the Agreement as may be required to further effectuate the
      restrictions on transfer of any Residual Certificate to such a
      “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a
      person that does not satisfy the requirements of paragraph 7 and paragraph
      10 hereof.

            


    

    


    
      	
               
      

            	
              13.

            	
              That the Purchaser consents to
      the designation of the Trustee to act as agent for the “tax matters
      person” of each REMIC created by the Trust Fund pursuant to the
      Agreement.

            


    


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________ 20__.

    


    
      	
                 

            	 
      
	
              [name
      of Purchaser]

            	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
                 

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

    


    Personally
appeared before me the above-named [name of officer] ________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the [title of officer] _________________ of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.

    


    Subscribed
and sworn before me this _____ day of __________ 20__.

    


    
      	
              NOTARY
      PUBLIC

            	 
      
	 
      	 
      
	
                   

            	 
      
	 
      	 
      
	
              COUNTY
      OF

            	
                  

            	 
      
	 
      	 
      
	
              STATE
      OF

            	
                  

            	 
      


    

    


    My
commission expires the _____ day of __________ 20__.

    


    
      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

    


    RESIDUAL
CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    


    
      	
                  

            	      
	
              Date

            	 
      


    

    


    Re:           Sequoia
Mortgage Trust 2010-H1

    Mortgage
Pass-Through Certificates

    


    _______________________
(the “Transferor”) has reviewed the attached affidavit of
_____________________________ (the “Transferee”), and has no actual knowledge
that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate.  In addition, the Transferor has
conducted a reasonable investigation at the time of the transfer and found that
the Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

    


    
      	
              Very
      truly yours,

            	 
      
	 
      	 
      
	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

     

    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    

    


    EXHIBIT
D

    


    FORM OF
CUSTODIAL AGREEMENT



    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    EXHIBIT
E-1

    


    FORM OF
RULE 144A TRANSFER CERTIFICATE

    


    
      	
              Re: 

            	
              Sequoia Mortgage Trust
      2010-H1

            


    

    Mortgage
Pass-Through Certificates

    


    Reference
is hereby made to the Pooling Agreement, dated as of  April 1, 2010
(the “Pooling Agreement”), by and between Sequoia Residential Funding, Inc., as
Depositor and Wells Fargo Bank, N.A., as Trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling
Agreement.

    


    This
letter relates to $__________ initial Certificate Principal Amount of Class
_____ Certificates which are held in the form of Definitive Certificates
registered in the name of  ______________ (the “Transferor”). The
Transferor has requested a transfer of such Definitive Certificates for
Definitive Certificates of such Class registered in the name of [insert name of
transferee].

    


    In
connection with such request, and in respect of such Certificates, the
Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling Agreement
and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
account of a “qualified institutional buyer,” which purchaser is aware that the
sale to it is being made in reliance upon Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable
jurisdiction.

    


    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Underwriters, the Depositor and the Certificate
Registrar.

    


    
      	
                  

            	 
      
	
              [Name
      of Transferor]

            	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

    


    Dated:
___________, ____



    
      
         


      

      
        E-1-1

        
          

        

      

      
         


      

    


    EXHIBIT
E-2

    


    FORM OF
PURCHASER’S LETTER FOR

    QUALIFIED
INSTITUTIONAL BUYER

    


    Date

    


    Ladies
and Gentlemen:

    


    In
connection with our proposed purchase of $______________ principal amount of
Sequoia Mortgage Trust 2010-H1 Mortgage Pass-Through Certificates, Class [___]
(the “Restricted Certificates”), we confirm that:

    


    
      	
              (1)

            	
              We understand that the Restricted
      Certificates have not been, and will not be, registered under the
      Securities Act of 1933, as amended (the “Securities Act”), and may not be
      sold except as permitted in the following sentence. We agree, on our own
      behalf and on behalf of any accounts for which we are acting as
      hereinafter stated, that if we should sell any Restricted Certificates we
      will do so only (A) to the Depositor, (B) to “qualified institutional
      buyers” (within the meaning of Rule 144A under the Securities Act) in
      accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant
      to the exemption from registration provided by Rule 144 under the
      Securities Act, or (D) to an institutional “accredited investor” within
      the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
      Securities Act that is not a QIB (an “Institutional Accredited Investor”)
      which, in the case of (B) or (D) above, prior to such transfer, delivers
      to the Certificate Registrar under the Pooling Agreement, dated as of
      April 1, 2010 (the “Agreement”), by and between Sequoia Residential
      Funding, Inc., as Depositor and Wells Fargo Bank, N.A., as Trustee, a
      signed letter in the form of this letter; and we further agree, in the
      capacities stated above, to provide to any person purchasing any of the
      Restricted Certificates from us a notice advising such purchaser that
      resales of the Restricted Certificates are restricted as stated
      herein.

            


    

    


    
      	
              (2)

            	
              We understand that, in connection
      with any proposed resale of any Restricted Certificates to QIB, we will be
      required to furnish to the Certificate Registrar a certification from such
      transferee in the form hereof to confirm that the proposed sale is being
      made pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the Securities Act. We further understand
      that the Restricted Certificates purchased by us will bear a legend to the
      foregoing effect.

            


    

    


    
      	
              (3)

            	
              We are acquiring the Restricted
      Certificates for investment purposes and not with a view to, or for offer
      or sale in connection with, any distribution in violation of the
      Securities Act. We have such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      our investment in the Restricted Certificates, and we and any account for
      which we are acting are each able to bear the economic risk of such
      investment.

            


    

    


    
      	
              (4)

            	
              We are a QIB and we are acquiring
      the Restricted Certificates purchased by us for our own account or for one
      or more accounts (each of which is a QIB) as to each of which we exercise
      sole investment discretion.

            


    

    


    
      	
              (5)

            	
              We have received such information
      as we deem necessary in order to make our investment
      decision.

            


    

    


    
      	
              (6)

            	
              If we are acquiring
      ERISA-Restricted Certificates, we understand that in accordance with
      ERISA, the Code and the Underwriter's Exemption, no Plan and no person
      acting on behalf of such a Plan may acquire such Certificate except in
      accordance with Section 3.03(d) of the
  Agreement.

            


    

     

    
      
         


      

      
        E-2-1

        
          

        

      

      
         


      

    

     

    Terms
used in this letter which are not otherwise defined herein have the respective
meanings assigned thereto in the Agreement.

    


    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby.

    


    Very
truly yours,

    


    
      	
                  

            	 
      
	
              [Purchaser]

            	 
      
	 
      	 
      
	
              By:

            	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

     

    
      
        
           


        

        
          E-2-2

          
            

          

        

        
           


        

      

    

     

    EXHIBIT F

    


    FORM OF
PURCHASER’S LETTER FOR

    INSTITUTIONAL
ACCREDITED INVESTOR

    


    Date

    


    Ladies
and Gentlemen:

    


    In
connection with our proposed purchase of $______________ principal amount of
Sequoia Mortgage Trust 2010-H1 Mortgage Pass-Through Certificates, Class [___],
(the “Restricted Certificates”), we confirm that:

     

    
      	
              (1)

            	
              We understand that the Restricted
      Certificates have not been, and will not be, registered under the
      Securities Act of 1933, as amended (the “Securities Act”), and may not be
      sold except as permitted in the following sentence. We agree, on our own
      behalf and on behalf of any accounts for which we are acting as
      hereinafter stated, that if we should sell any Restricted Certificates we
      will do so only (A) to the Depositor, (B) to “qualified institutional
      buyers” (within the meaning of Rule 144A under the Securities Act) in
      accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant
      to the exemption from registration provided by Rule 144 under the
      Securities Act, or (D) to an institutional “accredited investor” within
      the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
      Securities Act that is not a QIB (an “Institutional Accredited Investor”)
      which, prior to such transfer, delivers to the Certificate Registrar under
      the Pooling Agreement, dated as of  April 1, 2010 (the
      “Agreement”), by and between Sequoia Residential Funding, Inc., as
      Depositor and Wells Fargo Bank, N.A., as Trustee, a signed letter in the
      form of this letter; and we further agree, in the capacities stated above,
      to provide to any person purchasing any of the Restricted Certificates
      from us a notice advising such purchaser that resales of the Restricted
      Certificates are restricted as stated
  herein.

            


    

    


    
      	
              (2)

            	
              We understand that, in connection
      with any proposed resale of any Restricted Certificates to an
      Institutional Accredited Investor, we will be required to furnish to the
      Certificate Registrar a certification from such transferee in the form
      hereof to confirm that the proposed sale is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act. We further understand that the
      Restricted Certificates purchased by us will bear a legend to the
      foregoing effect.

            


    

    


    
      	
              (3)

            	
              We are acquiring the Restricted
      Certificates for investment purposes and not with a view to, or for offer
      or sale in connection with, any distribution in violation of the
      Securities Act. We have such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      our investment in the Restricted Certificates, and we and any account for
      which we are acting are each able to bear the economic risk of such
      investment.

            


    

    


    
      	
              (4)

            	
              We are an Institutional
      Accredited Investor and we are acquiring the Restricted Certificates
      purchased by us for our own account or for one or more accounts (each of
      which is an Institutional Accredited Investor) as to each of which we
      exercise sole investment
discretion.

            


    

    


    
      	
              (5)

            	
              We have received such information
      as we deem necessary in order to make our investment
      decision.

            


    

    


    
      	
              (6)

            	
              If we are acquiring
      ERISA-Restricted Certificates, we understand that in accordance with
      ERISA, the Code and the Underwriter's Exemption, no Plan and no person
      acting on behalf of such a Plan may acquire such Certificate except in
      accordance with Section 3.03(d) of the
  Agreement.

            


    

     

    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    

    


    Terms
used in this letter which are not otherwise defined herein have the respective
meanings assigned thereto in the Agreement.

    


    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby.

    


    Very
truly yours,

    


    
      	
                  

            	 
      
	
              [Purchaser]

            	 
      
	 
      	 
      
	
              By:

            	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

     

    
      
        
           


        

        
          F-2

          
            

          

        

        
           


        

      

    

     

    EXHIBIT G

    


    FORM OF
ERISA TRANSFER AFFIDAVIT

    


    
      	
              STATE
      OF

              NEW
      YORK

            	
              )

            
	 
      	
              )           ss.:

            
	
              COUNTY
      OF

              NEW
      YORK 

            	
              )

            


    

    


    The
undersigned, being first duly sworn, deposes and says as follows:

    


    1.      The
undersigned is the ______________________ of ______________ (the “Investor”), a
[corporation duly organized] and existing under the laws of __________, on
behalf of which he makes this affidavit.

    


    2.      The
Investor either (x) is not, and on ___________ [date of transfer] will not be,
an employee benefit plan or other retirement arrangement subject to Section 406
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(collectively, a “Plan”) or a person acting on behalf of any such Plan or
investing the assets of any such Plan; (y) if the Certificate has been the
subject of an ERISA-Qualifying Underwriting, is an insurance company that is
purchasing the Certificate with funds contained in an “insurance company general
account” as defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under
Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate
Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the
Certificate Registrar, and upon which the Certificate Registrar, the Trustee
and, the Depositor shall be entitled to rely, to the effect that the purchase or
holding of such Certificate by the Investor will not constitute or result in any
non-exempt prohibited transactions under Title I of ERISA or Section 4975 of the
Code and will not subject the Certificate Registrar or the Trustee to any
obligation in addition to those undertaken by such entities in the Pooling
Agreement, dated as of April 1, 2010 (the “Agreement”), by and between
Sequoia Residential Funding, Inc., as Depositor, and Wells Fargo Bank, N.A., as
Trustee, by which opinion of counsel shall not be an expense of the Trust Fund
or the above parties.

    


    Capitalized terms used but not defined
herein have the meanings given in the Agreement.

    


    IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on its
behalf, pursuant to proper authority, by its duly authorized officer, duly
attested, this ____ day of _______________ 20___.

    


    
      	
                  

            	 
      
	
              [Investor]

            	 
      
	 
      	 
      
	
              By:

            	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      
	 
      	 
      
	
              ATTEST:

            	 
      
	 
      	 
      
	
                  

            	 
      


    

     

    
      
         


      

      
        G-1

        
          

        

      

      
         


      

    

    


    
      	
              STATE
      OF

            	
              )

            
	 
      	
              )           ss.:

            
	
              COUNTY
      OF

            	
              )

            


    

     

    Personally
appeared before me the above-named ________________, known or proved to me to be
the same person who executed the foregoing instrument and to be the
____________________ of the Investor, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Investor.

    


    Subscribed
and sworn before me this _____ day of _________ 20___.

    


    
      	
                  

            	 
      
	
              NOTARY
      PUBLIC

            	 
      


    

    


    My
commission expires the

    _____ day
of __________ 20___.

     

    
      
        
           


        

        
          G-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
H

    


    [RESERVED]



    
      
         


      

      
        H-1

        
          

        

      

      
         


      

    


    EXHIBIT
I

    


    ADDITIONAL
DISCLOSURE NOTIFICATION

    


    Additional
Disclosure Notification

    


    Wells
Fargo Bank, N.A., as trustee

    Fax:  443-367-3307

    Email:  cts.sec.notifications@wellsfargo.com

    


    Sequoia
Residential Funding, Inc.

    Fax:  415-381-1773

    Email:  Sequoia.Notices@redwoodtrust.com

    


    Attn:  Corporate
Trust Services- Sequoia Mortgage Trust 2010-H1, Mortgage Pass-Through
Certificates, Series 2010-H1_—SEC REPORT PROCESSING

    


    RE:  **Additional
Form [10-D][10-K][8-K] Disclosure** Required

    


    Ladies
and Gentlemen:

    


    In
accordance with Section 6.20[(a)][(b)][(c)] of the Pooling Agreement, dated as
of April 1, 2010 (the “Agreement”), by and between Sequoia Residential Funding,
Inc., as Depositor, and Wells Fargo Bank, N.A., as Trustee, with respect to
Sequoia Mortgage Trust 2010-H1 Mortgage Pass-Through Certificate, the
undersigned, as [          ],
hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].

    


    Description of Additional
Form [10-D][10-K][8-K] Disclosure:

    


    List of any Attachments
hereto to be included in the Additional Form [10-D][10-K][8-K]
Disclosure:

    


    Any
inquiries related to this notification should be directed to
[                       ],
phone
number:  [         ];
email
address:  [                   ].

    


    
      	
              [NAME
      OF PARTY],

            	 
      
	
              as
      [role]

            	 
      
	 
      	 
      
	
              By:

            	
                  

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

    


    
      
        
           


        

        
          I-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
J

    


    BACK-UP
CERTIFICATE TO FORM 10-K CERTIFICATE

    


    Sequoia
Mortgage Trust 2010-H1 (the “Trust”)

    Mortgage
Pass-Through Certificates

    


    Re:          The
Pooling Agreement, dated as of  April 1, 2010 (the “Pooling
Agreement”), by and between Sequoia Residential Funding, Inc., as Depositor, and
Wells Fargo Bank, N.A., as Trustee with respect to Sequoia Mortgage Trust
2010-H1 Mortgage Pass-Through Certificates.

    


    The
undersigned, a Responsible Officer of Wells Fargo Bank, N.A., as Trustee under
the Pooling Agreement (the “Trustee”), certifies to the Depositor and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

    


    (1)           I
have reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual Report”), and all reports on Form 10-D required to be filed in respect
of period covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust Fund;

    


    (2)           To
my knowledge, (a) the Reports, taken as a whole, do 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 with respect to the period covered by the Annual
Report, and (b) the Trustee’s assessment of compliance and related attestation
report referred to below, taken as a whole, do 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 with respect to the period covered by such assessment of
compliance and attestation report;

    


    (3)           To
my knowledge, the distribution information required to be provided by the
Trustee under the Pooling Agreement for inclusion in the Reports is included in
the Reports;

    


    (4)           I
am responsible for reviewing the activities performed by the Trustee under the
Pooling Agreement, and based on my knowledge and the compliance review conducted
in preparing the assessment of compliance of the Trustee required by the Pooling
Agreement, and except as disclosed in the Reports, the Trustee has fulfilled its
obligations under the Pooling Agreement in all material respects;
and

    


    (5)           The
report on assessment of compliance with servicing criteria applicable to the
Trustee for asset-backed securities of the Trustee and each Subcontractor
utilized by the Trustee and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included in
the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual
Report.  Any material instances of non-compliance are described in
such report and have been disclosed in the Annual Report.

    


    In giving the certifications above, the
Trustee has reasonably relied on information provided to it by the following
unaffiliated parties: [names of servicer(s), subservicer(s),
custodian(s)]

    


    Date:

    


    WELLS
FARGO BANK, N.A.,

    solely in
its capacity as Trustee

    


    [Signature]

    [Title]

    
      
         


      

      
        J-1

        
          

        

      

      
         


      

    

    

      EXHIBIT
K

       

      SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
Assessment of Compliance to be delivered by the Trustee shall address, at a
minimum, the criteria identified below with an "X" as being applicable to the
Trustee:

       

       

      
        	
                Regulation
      AB

                Reference

              	
                Servicing
      Criteria

              	 
      	
                Trustee

              	 
      	 
      


      

      


      
        	 
      	
                General
      Servicing Considerations

              	 
      	 
      	 
      	 
      


      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  1122(d)(1)(i)

                                	
                                  Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

                                	 
      	
                                  X

                                	 
      	 
      
	
                                  1122(d)(1)(ii)

                                	
                                  If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

                                	 
      	 
      	 
      	 
      
	
                                  1122(d)(1)(iii)

                                	
                                  Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the pool assets are maintained.

                                	 
      	 
      	 
      	 
      
	
                                  1122(d)(1)(iv)

                                	
                                  A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.

                                	 
      	 
      	 
      	 
      
	 
      	
                                  Cash
      Collection and Administration

                                	 
      	 
      	 
      	 
      
	
                                  1122(d)(2)(i)

                                	
                                  Payments
      on pool assets are deposited into the appropriate bank collection accounts
      and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

                                	 
      	
                                  X

                                	 
      	 
      
	
                                  1122(d)(2)(ii)

                                	
                                  Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                                	 
      	
                                  X

                                	 
      	 
      
	
                                  1122(d)(2)(iii)

                                	
                                  Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

                                	 
      	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          K-1

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    	
                            1122(d)(2)(iv)

                          	
                            The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of over collateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

                          	 
      	
                            X

                          	 
      	 
      
	
                            1122(d)(2)(v)

                          	
                            Each
      collection account is maintained at a federally insured depository
      institution as set forth in the transaction agreements. For purposes of
      this criterion, “federally insured depository institution” with respect to
      a foreign financial institution means a foreign financial institution that
      meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
      Act.

                          	 
      	
                            X

                          	 
      	 
      
	
                            1122(d)(2)(vi)

                          	
                            Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

                          	 
      	
                             
      X

                          	 
      	 
      
	
                            1122(d)(2)(vii)

                          	
                            Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including collection accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically accurate; (B)
      prepared within 30 calendar days after the bank statement cutoff date, or
      such other number of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person who prepared the
      reconciliation; and (D) contain explanations for reconciling items. These
      reconciling items are resolved within 90 calendar days of their original
      identification, or such other number of days specified in the transaction
      agreements.

                          	 
      	
                            X

                          	 
      	 
      


                  

                

              

            

          

        

      

        

      
        
          
            
              
                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Investor
      Remittances and Reporting

                      	 
      	 
      	 
      	 
      
	
                        1122(d)(3)(i)

                      	
                        Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements. Specifically, such reports (A) are prepared in
      accordance with timeframes and other terms set forth in the transaction
      agreements; (B) provide information calculated in accordance with the
      terms specified in the transaction agreements; (C) are filed with the
      Commission as required by its rules and regulations; and (D) agree with
      investors’ or the trustee’s records as to the total unpaid principal
      balance and number of pool assets serviced by the
Servicer.

                      	 
      	
                        X

                      	 
      	 
      


              

            

          

        

      


      
        
           


        

        
          K-2

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              1122(d)(3)(ii)

                                            	
                                              Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

                                            	 
      	
                                              X

                                            	 
      	 
      
	
                                              1122(d)(3)(iii)

                                            	
                                              Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                                            	 
      	
                                              X

                                            	 
      	 
      
	
                                              1122(d)(3)(iv)

                                            	
                                              Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

                                            	 
      	
                                              X

                                            	 
      	 
      
	 
      	
                                              Pool
      Asset Administration

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(i)

                                            	
                                              Collateral
      or security on pool assets is maintained as required by the transaction
      agreements or related pool asset documents.

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(ii)

                                            	
                                              Pool
      assets  and related documents are safeguarded as required by the
      transaction agreements

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(iii)

                                            	
                                              Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(iv)

                                            	
                                              Payments
      on pool assets, including any payoffs, made in accordance with the related
      pool asset documents are posted to the Servicer’s obligor records
      maintained no more than two business days after receipt, or such other
      number of days specified in the transaction agreements, and allocated to
      principal, interest or other items (e.g., escrow) in accordance with the
      related pool asset documents.

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(v)

                                            	
                                              The
      Servicer’s records regarding the pool assets agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(vi)

                                            	
                                              Changes
      with respect to the terms or status of an obligor's pool assets (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

                                            	 
      	 
      	 
      	 
      
	
                                              1122(d)(4)(vii)

                                            	
                                              Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

                                            	 
      	 
      	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          K-3

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      1122(d)(4)(viii)

                                    	
                                      Records
      documenting collection efforts are maintained during the period a pool
      asset is delinquent in accordance with the transaction agreements. Such
      records are maintained on at least a monthly basis, or such other period
      specified in the transaction agreements, and describe the entity’s
      activities in monitoring delinquent pool assets including, for example,
      phone calls, letters and payment rescheduling plans in cases where
      delinquency is deemed temporary (e.g., illness or
      unemployment).

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(ix)

                                    	
                                      Adjustments
      to interest rates or rates of return for pool assets with variable rates
      are computed based on the related pool asset documents.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(x)

                                    	
                                      Regarding
      any funds held in trust for an obligor (such as escrow accounts): (A) such
      funds are analyzed, in accordance with the obligor’s pool asset documents,
      on at least an annual basis, or such other period specified in the
      transaction agreements; (B) interest on such funds is paid, or credited,
      to obligors in accordance with applicable pool asset documents and state
      laws; and (C) such funds are returned to the obligor within 30 calendar
      days of full repayment of the related pool assets, or such other number of
      days specified in the transaction agreements.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(xi)

                                    	
                                      Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(xii)

                                    	
                                      Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the Servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(xiii)

                                    	
                                      Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(xiv)

                                    	
                                      Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

                                    	 
      	 
      	 
      	 
      
	
                                      1122(d)(4)(xv)

                                    	
                                      Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.

                                    	 
      	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          K-4

          
            

          

        

        
           


        

      


      EXHIBIT
L

       

      ADDITIONAL
FORM 10-D DISCLOSURE

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    ADDITIONAL
      FORM 10-D DISCLOSURE

                                                                  
	
                                                                    Item
      on Form 10-D

                                                                  	
                                                                    Party
      Responsible

                                                                  
	
                                                                    Item
      1: Distribution and Pool Performance Information

                                                                  	 
      
	
                                                                    Information
      included in the [Distribution Date Statement]

                                                                  	
                                                                    Trustee

                                                                  
	
                                                                    Any
      information required by 1121 which is NOT included on the [Distribution
      Date Statement]

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    Item
      2: Legal Proceedings

                                                                     

                                                                    Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                                                                  	 
      
	
                                                                    ▪
      Issuing Entity (Trust Fund)

                                                                  	
                                                                    Trustee
      and Depositor

                                                                  
	
                                                                    ▪
      Sponsor (Seller)

                                                                  	
                                                                    Seller
      (if a party to the Pooling Agreement) or Depositor

                                                                  
	
                                                                    ▪
      Depositor

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    ▪
      Trustee

                                                                  	
                                                                    Trustee

                                                                  
	
                                                                    ▪
      Custodian

                                                                  	
                                                                    Custodian

                                                                  
	
                                                                    ▪
      1110(b) Originator

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    ▪
      Any 1108(a)(2) Servicer

                                                                  	
                                                                    Servicer
      (as to itself)

                                                                  
	
                                                                    ▪
      Any other party contemplated by 1100(d)(1)

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    Item
      3:  Sale of Securities and Use of Proceeds

                                                                     

                                                                    Information
      from Item 2(a) of Part II of Form 10-Q:

                                                                     

                                                                    With
      respect to any sale of securities by the sponsor, depositor or issuing
      entity, that are backed by the same asset pool or are otherwise issued by
      the issuing entity, whether or not registered, provide the sales and use
      of proceeds information in Item 701 of Regulation S-K.  Pricing
      information can be omitted if securities were not
    registered.

                                                                  	
                                                                    Depositor

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
          L-1

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        ADDITIONAL
      FORM 10-D DISCLOSURE

                                                      
	
                                                        Item
      on Form 10-D

                                                      	
                                                        Party
      Responsible

                                                      
	
                                                        Item
      4:  Defaults Upon Senior Securities

                                                         

                                                        Information
      from Item 3 of Part II of Form 10-Q:

                                                         

                                                        Report
      the occurrence of any Event of Default (after expiration of any grace
      period and provision of any required notice)

                                                      	
                                                        Trustee

                                                      
	
                                                        Item
      5:  Submission of Matters to a Vote of Security
      Holders

                                                         

                                                        Information
      from Item 4 of Part II of Form 10-Q

                                                      	
                                                        Trustee

                                                      
	
                                                        Item
      6:  Significant Obligors of Pool Assets

                                                         

                                                        Item 1112(b) – Significant Obligor Financial
      Information*

                                                      	
                                                        Depositor

                                                      
	
                                                        *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Item.

                                                      	 
      
	
                                                        Item
      7:  Significant Enhancement Provider Information

                                                         

                                                        Item
      1114(b)(2) – Credit Enhancement Provider Financial
      Information*

                                                      	 
      
	
                                                        ▪
      Determining applicable disclosure threshold

                                                      	
                                                        Depositor

                                                      
	
                                                        ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                                                      	
                                                        Depositor

                                                         

                                                      
	
                                                        Item
      1115(b) – Derivative Counterparty Financial Information*

                                                      	 
      
	
                                                        ▪
      Determining current maximum probable exposure

                                                      	
                                                        Depositor

                                                      
	
                                                        ▪
      Determining current significance percentage

                                                      	
                                                        Depositor

                                                      
	
                                                        ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                                                      	
                                                        Depositor

                                                         

                                                      
	
                                                        *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
          L-2

          
            

          

        

        
           


        

      


      


       

      
        
          
            
              
                
                  
                    
                      	
                              ADDITIONAL
      FORM 10-D DISCLOSURE

                            
	
                              Item
      on Form 10-D

                            	
                              Party
      Responsible

                            
	
                              Item
      8:  Other Information

                               

                              Disclose
      any information required to be reported on Form 8-K during the period
      covered by the Form 10-D but not reported

                            	
                              Any
      party responsible for the applicable Form 8-K Disclosure
    item

                            
	
                              Item
      9:  Exhibits

                            	 
      
	
                              Distribution
      Date Statement to Certificateholders

                            	
                              Trustee

                            
	
                              Exhibits
      required by Item 601 of Regulation S-K, such as material
      agreements

                            	
                              Depositor

                            


                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
          L-3

          
            

          

        

        
           


        

      


       

      EXHIBIT
M

       

      ADDITIONAL
FORM 10-K DISCLOSURE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            ADDITIONAL
      FORM 10-K DISCLOSURE

                                                          
	
                                                            Item
      on Form 10-K

                                                          	
                                                            Party
      Responsible

                                                          
	
                                                            Item
      1B: Unresolved Staff Comments

                                                          	
                                                            Depositor

                                                          
	
                                                            Item
      9B:  Other Information

                                                            Disclose
      any information required to be reported on Form 8-K during the fourth
      quarter covered by the Form 10-K but not reported

                                                          	
                                                            Any
      party responsible for disclosure items on Form 8-K

                                                          
	
                                                            Item
      15:  Exhibits, Financial Statement Schedules

                                                          	
                                                            Depositor

                                                          
	
                                                            Reg
      AB Item 1112(b):  Significant Obligors of Pool
      Assets

                                                          	 
      
	
                                                            Significant
      Obligor Financial Information*

                                                          	
                                                            Depositor

                                                          
	
                                                            *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Item.

                                                          	 
      
	
                                                            Reg
      AB Item 1114(b)(2):  Credit Enhancement Provider Financial
      Information

                                                          	 
      
	
                                                            ▪
      Determining applicable disclosure threshold

                                                          	
                                                            Depositor

                                                          
	
                                                            ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                                                          	
                                                            Depositor

                                                             

                                                          
	
                                                            *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                          	 
      
	
                                                            Reg
      AB Item 1115(b):  Derivative Counterparty Financial
      Information

                                                          	 
      
	
                                                            ▪
      Determining current maximum probable exposure

                                                          	
                                                            Depositor

                                                          
	
                                                            ▪
      Determining current significance percentage

                                                          	
                                                            Depositor

                                                          
	
                                                            ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

                                                          	
                                                            Depositor

                                                          
	
                                                            *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                          	 
      


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          M-1

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    ADDITIONAL
      FORM 10-K DISCLOSURE

                                                                  
	
                                                                    Item
      on Form 10-K

                                                                  	
                                                                    Party
      Responsible

                                                                  
	
                                                                    Reg
      AB Item 1117: Legal Proceedings

                                                                     

                                                                    Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                                                                  	 
      
	
                                                                    ▪
      Issuing Entity (Trust Fund)

                                                                  	
                                                                    Trustee
      and Depositor

                                                                  
	
                                                                    ▪
      Sponsor (Seller)

                                                                  	
                                                                    Seller
      (if a party to the Pooling Agreement) or Depositor

                                                                  
	
                                                                    ▪
      Depositor

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    ▪
      Trustee

                                                                  	
                                                                    Trustee

                                                                  
	
                                                                    ▪
      Custodian

                                                                  	
                                                                    Custodian

                                                                  
	
                                                                    ▪
      1110(b) Originator

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    ▪
      Any 1108(a)(2) Servicer

                                                                  	
                                                                    Servicer
      (as to itself)

                                                                  
	
                                                                    ▪
      Any other party contemplated by 1100(d)(1)

                                                                  	
                                                                    Depositor

                                                                  
	
                                                                    Reg
      AB Item 1119:  Affiliations and Relationships

                                                                  	 
      
	
                                                                    Whether
      (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of
      the following parties, and (b) to the extent known and material, any of
      the following parties are affiliated with one another:

                                                                  	
                                                                    Depositor
      as to (a)

                                                                    Sponsor/Seller
      as to (b)

                                                                  
	
                                                                    ▪
      Trustee

                                                                  	
                                                                    Depositor
      as to (a)

                                                                    Trustee
      as to (b)

                                                                  
	
                                                                    ▪
      Any other 1108(a)(3) servicer

                                                                  	
                                                                    Servicer
      (as to itself)

                                                                  
	
                                                                    ▪
      Any 1110 Originator

                                                                  	
                                                                    Depositor/Sponsor

                                                                  
	
                                                                    ▪
      Any 1112(b) Significant Obligor

                                                                  	
                                                                    Depositor/Sponsor

                                                                  
	
                                                                    ▪
      Any 1114 Credit Enhancement Provider

                                                                  	
                                                                    Depositor/Sponsor

                                                                  
	
                                                                    ▪
      Any 1115 Derivative Counterparty Provider

                                                                  	
                                                                    Depositor/Sponsor

                                                                  
	
                                                                    ▪
      Any other 1101(d)(1) material party

                                                                  	
                                                                    Depositor/Sponsor

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          M-2

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                ADDITIONAL
      FORM 10-K DISCLOSURE

                                                              
	
                                                                Item
      on Form 10-K

                                                              	
                                                                Party
      Responsible

                                                              
	
                                                                Whether
      there are any “outside the ordinary course business arrangements” other
      than would be obtained in an arm’s length transaction between (a) the
      Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any
      of the following parties (or their affiliates) on the other hand, that
      exist currently or within the past two years and that are material to a
      Certificateholder’s understanding of the Certificates:

                                                              	
                                                                Depositor
      as to (a)

                                                                Sponsor/Seller
      as to (b)

                                                              
	
                                                                ▪
      Trustee

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any other 1108(a)(3) servicer

                                                              	
                                                                Servicer
      (as to itself)

                                                              
	
                                                                ▪
      Any 1110 Originator

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1112(b) Significant Obligor

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1114 Credit Enhancement Provider

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1115 Derivative Counterparty Provider

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any other 1101(d)(1) material party

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                Whether
      there are any specific relationships involving the transaction or the pool
      assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on
      the one hand, and (b) any of the following parties (or their affiliates)
      on the other hand, that exist currently or within the past two years and
      that are material:

                                                              	
                                                                Depositor
      as to (a)

                                                                Sponsor/Seller
      as to (b)

                                                              
	
                                                                ▪
      Trustee

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any other 1108(a)(3) servicer

                                                              	
                                                                Servicer
      (as to itself)

                                                              
	
                                                                ▪
      Any 1110 Originator

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1112(b) Significant Obligor

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1114 Credit Enhancement Provider

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any 1115 Derivative Counterparty Provider

                                                              	
                                                                Depositor/Sponsor

                                                              
	
                                                                ▪
      Any other 1101(d)(1) material party

                                                              	
                                                                Depositor/Sponsor

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          M-3

          
            

          

        

        
           


        

      


      EXHIBIT
N

       

      ADDITIONAL
FORM 8-K DISCLOSURE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                FORM
      8-K DISCLOSURE INFORMATION

                                              
	
                                                Item
      on Form 8-K

                                              	
                                                Party
      Responsible

                                              
	
                                                Item
      1.01- Entry into a Material Definitive Agreement

                                                 

                                                Disclosure
      is required regarding entry into or amendment of any definitive agreement
      that is material to the securitization, even if depositor is not a
      party.

                                                 

                                                Examples:
      servicing agreement, custody agreement.

                                                 

                                                Note:
      disclosure not required as to definitive agreements that are fully
      disclosed in the prospectus

                                              	
                                                All
      parties (as to themselves)

                                              
	
                                                Item
      1.02- Termination of a Material Definitive Agreement

                                                 

                                                Disclosure
      is required regarding termination of  any definitive agreement
      that is material to the securitization (other than expiration in
      accordance with its terms), even if depositor is not a party.

                                                 

                                                Examples:
      servicing agreement, custody agreement.

                                              	
                                                All
      parties (as to themselves)

                                              
	
                                                Item
      1.03- Bankruptcy or Receivership

                                                 

                                                Disclosure
      is required regarding the bankruptcy or receivership, with respect to any
      of the following:

                                              	
                                                Depositor

                                              
	
                                                ▪
      Sponsor (Seller)

                                              	
                                                Depositor/Sponsor
      (Seller)

                                              
	
                                                ▪
      Depositor

                                              	
                                                Depositor

                                              
	
                                                ▪
      Affiliated Servicer

                                              	
                                                Servicer
      (as to itself)

                                              
	
                                                ▪
      Other Servicer servicing 20% or more of the pool assets at the time of the
      report

                                              	
                                                Servicer
      (as to itself)

                                              
	
                                                ▪
      Other material servicers

                                              	
                                                Servicer
      (as to itself)

                                              
	
                                                ▪
      Trustee

                                              	
                                                Trustee

                                              
	
                                                ▪
      Significant Obligor

                                              	
                                                Depositor

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          N-1

          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                FORM
      8-K DISCLOSURE INFORMATION

                                              
	
                                                Item
      on Form 8-K

                                              	
                                                Party
      Responsible

                                              
	
                                                ▪
      Credit Enhancer (10% or more)

                                              	
                                                Depositor

                                              
	
                                                ▪
      Derivative Counterparty

                                              	
                                                Depositor

                                              
	
                                                ▪
      Custodian

                                              	
                                                Custodian

                                              
	
                                                Item
      2.04- Triggering Events that Accelerate or Increase a Direct Financial
      Obligation or an Obligation under an Off-Balance Sheet
      Arrangement

                                                 

                                                Includes
      an early amortization, performance trigger or other event, including event
      of default, that would materially alter the payment priority/distribution
      of cash flows/amortization schedule.

                                                 

                                                Disclosure
      will be made of events other than waterfall triggers which are disclosed
      in the Distribution Date Statements to the
    certificateholders.

                                              	
                                                Depositor

                                                Trustee

                                              
	
                                                Item
      3.03- Material Modification to Rights of Security Holders

                                                 

                                                Disclosure
      is required of any material modification to documents defining the rights
      of Certificateholders, including the Pooling Agreement.

                                              	
                                                Trustee

                                                Depositor

                                              
	
                                                Item
      5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
      Year

                                                 

                                                Disclosure
      is required of any amendment “to the governing documents of the issuing
      entity”.

                                              	
                                                Depositor

                                              
	
                                                Item
      6.01- ABS Informational and Computational Material

                                              	
                                                Depositor

                                              
	
                                                Item
      6.02- Change of Servicer

                                                 

                                                Requires
      disclosure of any removal, replacement, substitution or addition of any
      affiliated servicer, other servicer servicing 10% or more of pool assets
      at time of report, other material servicers or trustee.

                                              	
                                                Depositor/

                                                Servicer
      (as to itself)/Trustee

                                              
	
                                                Reg
      AB disclosure about any new servicer is also required.

                                              	
                                                Servicer
      (as to itself)/Depositor

                                              
	
                                                Reg
      AB disclosure about any new Trustee is also required.

                                              	
                                                Depositor

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          N-2

          
            

          

        

        
           


        

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        FORM
      8-K DISCLOSURE INFORMATION

                                      
	
                                        Item
      on Form 8-K

                                      	
                                        Party
      Responsible

                                      
	
                                        Item
      6.03- Change in Credit Enhancement or External Support

                                         

                                        Covers
      termination of any enhancement in manner other than by its terms, the
      addition of an enhancement, or a material change in the enhancement
      provided.  Applies to external credit enhancements as well as
      derivatives.

                                      	
                                        Depositor

                                      
	
                                        Reg
      AB disclosure about any new enhancement provider is also
      required.

                                      	
                                        Depositor

                                      
	
                                        Item
      6.04- Failure to Make a Required Distribution

                                      	
                                        Trustee

                                      
	
                                        Item
      6.05- Securities Act Updating Disclosure

                                         

                                        If
      any material pool characteristic differs by 5% or more at the time of
      issuance of the securities from the description in the final prospectus,
      provide updated Reg AB disclosure about the actual asset
    pool.

                                      	
                                        Depositor

                                      
	
                                        If
      there are any new servicers or originators required to be disclosed under
      Regulation AB as a result of the foregoing, provide the information called
      for in Items 1108 and 1110 respectively.

                                      	
                                        Depositor

                                      
	
                                        Item
      7.01- Reg FD Disclosure

                                      	
                                        All
      parties (as to themselves)

                                      
	
                                        Item
      8.01- Other Events

                                         

                                        Any
      event, with respect to which information is not otherwise called for in
      Form 8-K, that the registrant deems of importance to
      certificateholders.

                                      	
                                        Depositor

                                      
	
                                        Item
      9.01- Financial Statements and Exhibits

                                      	
                                        Responsible
      party for reporting/disclosing the financial statement or
      exhibit

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
          N-3

          
            

          

        

        
           


        

      


      


       

      WELLS
FARGO BANK, N.A.,

      As
Trustee

       

       

      By:
____________________________________

      Name:

      Title:

       

       


      
        
           


        

        
          N-4

          
            

          

        

        
           


        

      


      


       

      SCHEDULE
A

       

      MORTGAGE
LOAN SCHEDULE

       

       

       

       

      


      



      
        
           


        

        
          Schedule
A-1