exv4w4



 









EXHIBIT 4.4




SEQUOIA RESIDENTIAL FUNDING, INC.



Depositor



 



Master Servicer and Trust Administrator




and




 





Trustee



 



POOLING AND SERVICING AGREEMENT



Dated as of ___, 200_



 




SEQUOIA MORTGAGE TRUST 200-_




Mortgage Pass-Through Certificates Series 200_





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I. DEFINITIONS	 	 	3	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	3	 
	Section 1.02.
	 	Calculations Respecting Mortgage Loans	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE II. DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	 	 	33	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans	 	 	33	 
	Section 2.02.
	 	Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund	 	 	36	 
	Section 2.03.
	 	Representations and Warranties of the Depositor	 	 	37	 
	Section 2.04.
	 	Discovery of Breach; Repurchase or Substitution of Mortgage Loans	 	 	39	 
	Section 2.05.
	 	[Reserved]	 	 	41	 
	Section 2.06.
	 	Grant Clause	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE III. THE CERTIFICATES	 	 	43	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	The Certificates	 	 	43	 
	Section 3.02.
	 	Registration	 	 	43	 
	Section 3.03.
	 	Transfer and Exchange of Certificates	 	 	44	 
	Section 3.04.
	 	Cancellation of Certificates	 	 	47	 
	Section 3.05.
	 	Replacement of Certificates	 	 	47	 
	Section 3.06.
	 	Persons Deemed Owners	 	 	48	 
	Section 3.07.
	 	Temporary Certificates	 	 	48	 
	Section 3.08.
	 	Appointment of Paying Agent	 	 	48	 
	Section 3.09.
	 	Book-Entry Certificates	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE IV. ADMINISTRATION OF THE TRUST FUND	 	 	50	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Custodial Accounts; Certificate Distribution Account	 	 	50	 
	Section 4.02.
	 	[Reserved]	 	 	51	 
	Section 4.03.
	 	[Reserved]	 	 	51	 
	Section 4.04.
	 	Reports to Trustee and Certificateholders	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE V. DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	 	 	54	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Distributions Generally	 	 	54	 
	Section 5.02.
	 	Distributions from the Certificate Distribution Account	 	 	54	 
	Section 5.03.
	 	Allocation of Losses; Subsequent Recoveries	 	 	57	 
	Section 5.04.
	 	Advances by Master Servicer	 	 	58	 
	Section 5.05.
	 	Compensating Interest Payments	 	 	59	 
	Section 5.06.
	 	[Reserved]	 	 	59	 





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	ARTICLE VI. CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR; EVENTS OF DEFAULT	 	 	59	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Duties of Trustee and the Trust Administrator	 	 	59	 
	Section 6.02.
	 	Certain Matters Affecting the Trustee and the Trust Administrator	 	 	62	 
	Section 6.03.
	 	Trustee and Trust Administrator Not Liable for Certificates	 	 	63	 
	Section 6.04.
	 	Trustee and the Trust Administrator May Own Certificates	 	 	63	 
	Section 6.05.
	 	Eligibility Requirements for Trustee and Trust Administrator	 	 	64	 
	Section 6.06.
	 	Resignation and Removal of Trustee and the Trust Administrator	 	 	64	 
	Section 6.07.
	 	Successor Trustee and Successor Trust Administrator	 	 	65	 
	Section 6.08.
	 	Merger or Consolidation of Trustee or the Trust Administrator	 	 	66	 
	Section 6.09.
	 	Appointment of Co-Trustee, Separate Trustee or Custodian	 	 	66	 
	Section 6.10.
	 	Authenticating Agents	 	 	68	 
	Section 6.11.
	 	Indemnification of the Trustee and the Trust Administrator	 	 	69	 
	Section 6.12.
	 	Fees and Expenses of Trust Administrator and the Trustee	 	 	69	 
	Section 6.13.
	 	Collection of Monies	 	 	70	 
	Section 6.14.
	 	Events of Default; Trustee To Act; Appointment of Successor	 	 	70	 
	Section 6.15.
	 	Additional Remedies of Trustee Upon Event of Default	 	 	74	 
	Section 6.16.
	 	Waiver of Defaults	 	 	74	 
	Section 6.17.
	 	Notification to Holders	 	 	74	 
	Section 6.18.
	 	Directions by Certificateholders and Duties of Trustee During Event of Default	 	 	74	 
	Section 6.19.
	 	Action Upon Certain Failures of the Master Servicer and Upon Event of Default	 	 	75	 
	Section 6.20.
	 	Preparation of Tax Returns and Other Reports	 	 	75	 
	Section 6.21.
	 	Preparation of Tax Returns and Other Reports	 	 	76	 
	Section 6.22.
	 	Trust Administrator Annual Statement of Compliance	 	 	81	 
	Section 6.23.
	 	Trust Administrator Assessments of Compliance and Attestation Reports	 	 	81	 
	 
	 	 	 	 	 	 
	ARTICLE VII. PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND82	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans	 	 	82	 
	Section 7.02.
	 	Procedure Upon Termination of Trust Fund	 	 	84	 
	Section 7.03.
	 	Additional REMIC Related Termination Requirements	 	 	85	 
	 
	 	 	 	 	 	 
	ARTICLE VIII. RIGHTS OF CERTIFICATEHOLDERS	 	 	86	 
	 
	 	 	 	 	 	 
	Section 8.01.
	 	Limitation on Rights of Holders	 	 	86	 
	Section 8.02.
	 	Access to List of Holders	 	 	87	 
	Section 8.03.
	 	Acts of Holders of Certificates	 	 	88	 





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	ARTICLE IX. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	 	 	89	 
	 
	 	 	 	 	 	 
	Section 9.01.
	 	Duties of the Master Servicer; Enforcement of Servicer's and Master Servicer's Obligations	 	 	89	 
	Section 9.02.
	 	Assumption of Master Servicing by Trustee	 	 	91	 
	Section 9.03.
	 	Representations and Warranties of the Master Servicer	 	 	92	 
	Section 9.04.
	 	Compensation to the Master Servicer	 	 	93	 
	Section 9.05.
	 	Merger or Consolidation	 	 	94	 
	Section 9.06.
	 	Resignation of Master Servicer	 	 	94	 
	Section 9.07.
	 	Assignment or Delegation of Duties by the Master Servicer	 	 	95	 
	Section 9.08.
	 	Limitation on Liability of the Master Servicer and Others	 	 	95	 
	Section 9.09.
	 	Indemnification; Third-Party Claims	 	 	95	 
	Section 9.10.
	 	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy	 	 	96	 
	Section 9.11.
	 	Master Servicer Annual Compliance Statement	 	 	96	 
	Section 9.12.
	 	Master Servicer Assessments of Compliance and Attestation Reports	 	 	96	 
	 
	 	 	 	 	 	 
	ARTICLE X. REMIC ADMINISTRATION	 	 	98	 
	 
	 	 	 	 	 	 
	Section 10.01.
	 	REMIC Administration	 	 	98	 
	Section 10.02.
	 	Prohibited Transactions and Activities.	 	 	100	 
	Section 10.03.
	 	Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status	 	 	100	 
	Section 10.04.
	 	REO Property	 	 	101	 
	 
	 	 	 	 	 	 
	ARTICLE XI. MISCELLANEOUS PROVISIONS	 	 	102	 
	 
	 	 	 	 	 	 
	Section 11.01.
	 	Binding Nature of Agreement; Assignment	 	 	102	 
	Section 11.02.
	 	Entire Agreement	 	 	102	 
	Section 11.03.
	 	Amendment	 	 	102	 
	Section 11.04.
	 	Voting Rights	 	 	103	 
	Section 11.05.
	 	Provision of Information	 	 	103	 
	Section 11.06.
	 	Governing Law	 	 	104	 
	Section 11.07.
	 	Notices	 	 	104	 
	Section 11.08.
	 	Severability of Provisions	 	 	104	 
	Section 11.09.
	 	Indulgences; No Waivers	 	 	105	 
	Section 11.10.
	 	Headings Not To Affect Interpretation	 	 	105	 
	Section 11.11.
	 	Benefits of Agreement	 	 	105	 
	Section 11.12.
	 	Special Notices to the Rating Agencies	 	 	105	 
	Section 11.13.
	 	Conflicts	 	 	106	 
	Section 11.14.
	 	Counterparts	 	 	106	 
	Section 11.15.
	 	No Petitions	 	 	106	 
	Section 11.16.
	 	Intention of the Parties and Interpretation; Indemnification	 	 	107	 





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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 Agreements
	Exhibit E

	 	List of Servicing Agreements
	Exhibit F

	 	List of Purchase Agreements
	Exhibit G

	 	List of Limited Purpose Surety Bonds
	Exhibit H

	 	Form of Rule 144A Transfer Certificate
	Exhibit I

	 	Form of Purchaser’s Letter for Institutional Accredited Investors
	Exhibit J

	 	Form of ERISA Transfer Affidavit
	Exhibit K

	 	Form of Letter of Representations with the Depository Trust Company
	Exhibit L

	 	[Reserved]
	Exhibit M

	 	Form of Certification to be Provided to the Depositor by the Trust Administrator
	Exhibit N

	 	Servicing Criteria
	Exhibit O

	 	Additional Form 10-D Disclosure
	Exhibit P

	 	Additional Form 10-K Disclosure
	Exhibit Q

	 	Form 8-K Disclosure Information
	 
	 	 
	Schedule A

	 	Mortgage Loan Schedule





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     This POOLING AND SERVICING AGREEMENT, dated as of                                         , 200___(the “Agreement”), by
and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as depositor (the
“Depositor”), [                                                            ], a national banking association, as trustee (the
“Trustee”), and [                                        ], in its dual capacities as master servicer (the “Master
Servicer”) and trust administrator (the “Trust Administrator”) and acknowledged by RWT HOLDINGS,
INC., a Delaware corporation, as seller (the “Seller”).



PRELIMINARY STATEMENT




     The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the
owner of the Mortgage Loans and the other 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 other property constituting the Trust Fund. All covenants
and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this
Agreement and by the Depositor, the Master Servicer, the Trust Administrator 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, the Trustee,
the Master Servicer and the Trust Administrator 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, as
more specifically indicated below, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,”
respectively). Each Certificate, other than the Class [ ] and Class [ ] Certificates, is
hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class [
] Certificate is hereby designated as the sole class of residual interest in the Upper-Tier REMIC.



     The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the
interests in any REMIC formed hereby. The Lower-Tier Interest is hereby designated as a regular
interest in the Lower-Tier REMIC, as described herein. The Class [ ] Certificate is hereby
designated as the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC
shall hold as its assets all Lower-Tier Interests.



     The Lower-Tier REMIC Interest



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



	 	 	 	 	 	 	 	 	 
	Lower-Tier	 	 	 	 	 	 
	REMIC Interest	 	 	 	 	 	Initial Class
	Designation	 	Interest Rate	 	Principal Amount
	LT-Pool
	 	 	(1	)	 	 	(2	)






 









 









			
	(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.
	 
	(2)	 	The LT-Pool Lower-Tier Interest shall have an Initial Class Principal Amount equal to
the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.






     On each Distribution Date, the Available Distribution Amount distributable as interest
shall be distributed with respect to the Lower-Tier Interest based on the interest rate described
above.



     On each Distribution Date, the remaining Available Distribution Amount distributable as
principal shall be distributed to the Lower-Tier Interest until its Class Principal Amount is
reduced to zero. Any remaining amounts shall be distributed to the Class [ ] Certificate.



The Certificates and the Upper-Tier REMIC




     The following table sets forth (or describes) the Class designation, Certificate Interest
Rate, initial Class Principal Amount, and minimum denomination for each Class of Certificates
comprising interests in the Trust Fund created hereunder.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Minimum
	 	 	Certificate	 	Initial Class	 	Denominations or
	Class Designation	 	Interest Rate	 	Class Principal Amount	 	Percentage Interest
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 
	Class [ ]
	 	(1)	 	$[                                     ]	 	$	[                            ]	 









			
	(1)	 	The Certificate Interest Rate with respect to any Distribution Date (and the
related Accrual Period) for each of the Class [ ] , Class [ ] , Class
[ ] , Class [ ] , Class [ ] , Class [ ] , Class
[ ] , Class [ ] , Class [ ] , Class [ ] and
Class [ ] Certificates will equal the Net WAC for such date.






     As of the Cut-off Date, the Mortgage Loans had an Aggregate Stated Principal Balance of
$[                                        ]



     In consideration of the mutual agreements herein contained, the Depositor, the Master
Servicer, the Trust Administrator and the Trustee hereby agree as follows:



2









 





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 6.21(b)(i) hereof.



     Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage
servicing practices of prudent mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located.



     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.



     Accrual Period: With respect to any Distribution Date and any Class of Certificates
and to each Lower-Tier Interest is 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.



     Acknowledgements: The Assignment, Assumption and Recognition Agreements, each dated
[                                        ] assigning rights under the Purchase Agreements and the Servicing Agreements from
the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the
Certificateholders.



     Additional Collateral: Not applicable.



     Additional Collateral Mortgage Loan: Not applicable.



     Additional Form 10-D Disclosure: As defined in Section 6.21(a)(i).



     Additional Form 10-K Disclosure: As defined in Section 6.21(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 any Servicer, who Services 10% or more of the
Mortgage Loans.



     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.



     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.



3









 





     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: With respect to any Mortgage Loan, the sum of the Master
Servicing Fee Rate, the applicable Servicing Fee Rate and the premium rate of any lender-paid
Primary Mortgage Insurance Policy, expressed as an annual 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.



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



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



     Appraised Value: With respect to any Mortgage Loan, the Appraised Value of the
related Mortgaged Property shall be: (i) with respect to a Mortgage Loan other than a Refinancing
Mortgage Loan, the lesser of (a) the value of the Mortgaged Property based upon the appraisal made
at the time of the origination of such Mortgage Loan and (b) the sales price of the Mortgaged
Property at the time of the origination of such Mortgage Loan; and (ii) with respect to a
Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the
time of the origination of such Refinancing Mortgage Loan.



     Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect the sale of the Mortgage to the Trustee, which
assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee shall not be responsible for
determining whether any such assignment is in recordable form.



     Authenticating Agent: 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 Trust Administrator under this Agreement.



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



     Available Funds: With respect to any Distribution Date, the sum of:



4









 






     (i) all amounts in respect of Scheduled Payments (net of the related Servicing Fee,
Master Servicing Fee and any premium on any lender-paid Primary Mortgage Insurance Policy)
due on the related Due Date and received prior to the related Determination Date on the
related Mortgage Loans, together with any Monthly Advances in respect thereof;




     (ii) all Insurance Proceeds (to the extent not applied to the restoration of the
Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicer’s
Accepted Servicing Standards), all Liquidation Proceeds received during the calendar month
preceding the month of that Distribution Date on the related Mortgage Loans, in each case
net of unreimbursed liquidation expenses incurred with respect to such Mortgage Loans;




     (iii) all Principal Prepayments received during the related Prepayment Period on the
related Mortgage Loans, excluding prepayment premiums;




     (iv) amounts received with respect to such Distribution Date as the Substitution Amount
or Purchase Price in respect of a Mortgage Loan repurchased by the Seller as of such
Distribution Date;




     (v) any amounts payable as Compensating Interest Payments by a Servicer with respect to
the related Mortgage Loans on such Distribution Date;




     (vi) all Subsequent Recoveries, if any; and




     (vii) the portion of the Mortgage Loan Purchase Price paid in connection with an
Optional Termination up to the amount of the Par Value;


in the case of clauses (i) through (iv) above reduced by amounts in reimbursement for Monthly
Advances previously made and other amounts as to which the Trustee, the Trust Administrator or the
Master Servicer is entitled to be reimbursed in respect of the related Mortgage Loans or otherwise;
provided that such reimbursable amounts will not exceed $300,000 (to be paid to such parties
collectively) in the aggregate per year from the Closing Date to the first anniversary of the
Closing Date and for each subsequent anniversary year thereafter, but the such parties may seek
reimbursement for any unreimbursed amounts in subsequent anniversary years.




     Back-Up Certification: As defined in Section 6.21(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 of 1986, as amended.



5









 





     [Bankruptcy Coverage Termination Date: The point in time at which the Bankruptcy Loss
Coverage Amount has been reduced to zero.]



     [Bankruptcy Loss: With respect to any Mortgage Loan, Realized Losses on such Mortgage
Loan incurred as a result of a Deficient Valuation or Debt Service Reduction.]



     [Bankruptcy Loss Coverage Amount: As of any Determination Date, the Bankruptcy Loss
Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses allocated to the Subordinate Certificates since the Cut-off
Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a
letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will
not result in a downgrading, or otherwise adversely affect, of the then current ratings assigned to
such Classes of Certificates rated by it.]



     BBA: The British Banker’s Association.



     Benefit Plan Opinion: An Opinion of Counsel satisfactory to the Trustee and
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 [ ], Class [ ],
Class [ ], Class [ ], Class [ ], Class [ ], Class [ ], Class [ ] and Class [ ].



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



     Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in New York, New York or, if other than New York, the city in which the
Corporate Trust Office of the Trustee is located, or the States of Maryland or Minnesota, are
authorized or obligated by law or executive order to be closed.



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



     Certificate Amount: With respect to any Certificate at any date, the maximum dollar
amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal
to the initial principal amount thereof (i) minus all distributions of principal and allocations of
Realized Losses, including [Excess Loss]es or Applied Loss Amounts, as applicable, previously made
or allocated with respect thereto and, in the case of the Class [ ] Certificates and any
Subordinate Certificates, reduced by any such amounts allocated to such Class on prior



6









 







Distribution
Dates pursuant to Section 5.03(a)-(b) and (ii) plus the amount of any increase to the Certificate
Amount of such Certificate pursuant to Section 5.03(f).



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



     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).



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



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



     Certification Parties: As defined in Section 6.21(e).



     Certifying Person: As defined in Section 6.21(e).



     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 as set forth in
the Preliminary Statement.



     Class [ ] Certificate: The Class [ ] 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 residual interest in the Upper-Tier
REMIC.



     Class [ ] Certificate: The Class [ ] 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 residual interest in the Lower-Tier REMIC.



     Class Interest Shortfall: With respect to any Distribution Date and Class of
Certificates, the amount by which the amount described in clause (i) of the definition of Interest
Distribution Amount for such Class, exceeds the amount of interest actually distributed on such
Class on such Distribution Date.



     Class Notional Amount: Not applicable.



7









 





     Class Principal Amount: With respect to each Class of Certificates and as to any date
of determination, the aggregate of the Certificate Amounts of all Certificates of such Class as of
such date.



     With respect to the 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 issuing
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.



     Class Unpaid Interest Amount: With respect to any Distribution Date and Class of
Certificates, the amount by which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount distributed on such Class on prior Distribution Dates
pursuant to clause (ii) of the definition of Interest Distribution Amount.



     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: [                                        ], 200_



     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 and the Master Servicer,
an amount equal to the excess of (i) the Compensating Interest (as defined in the related Servicing
Agreement) required to be remitted by the related Servicer on the Remittance Date (as defined in
the Servicing Agreement) immediately preceding such Distribution Date over (ii) the amount of
Compensating Interest (as defined in the Servicing Agreement) actually remitted by the Servicer for
such Distribution Date.



     Component: Not applicable.



     Component Interest Rate: Not applicable.



     Component Notional Amount: Not applicable.



     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.



8









 





     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.



     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 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:
[                                                                                ] or at such other address as the Trustee may designate from time to
time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trust
Administrator, 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, [                                                                           , Attention:
[                                        ]].



     Corresponding Class of Certificates: Not applicable.



     Credit Support Depletion Date: Not applicable.



     Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the
related Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which
is applied to reduce the outstanding Stated Principal Balance of the Mortgage Loan.



     Custodial Accounts: Each custodial account (other than an Escrow Account) established
and maintained by a Servicer pursuant to a Servicing Agreement.



     Custodial Agreement: Each of (i) the Custodial Agreement, dated as of [                                        ],
200_, among the Trust Administrator, the Trustee and [                              ], as Custodian and
(ii) the Custodial Agreement, dated as of [                    ], 200_, among the Trust Administrator, the
Trustee and [                                        ], as Custodian. A copy of each such 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[s] [are] [is] [                              ] [and] [               
].



     Cut-off Date: [                                        ], 200_



     Cut-off Date Principal Balance: With respect to the Mortgage Loans in the Trust Fund
on the Closing Date, the Aggregate Stated Principal Balance as of the Cut-off Date.



     Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for



9









 







such
Mortgage Loan 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.



     Definitive Certificate: A Certificate of any Class issued in definitive, fully
registered, certificated form.



     Deleted Mortgage Loan: As defined in the applicable Purchase Agreement.



     Delinquent: Any Mortgage Loan with respect to which the Scheduled Payment due on a
Due Date is not received.



     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 18th day of the month
in which such Distribution Date occurs, or, if such 18th day is not a Business Day, the next
succeeding Business Day; provided, however, that with respect to a Servicer, the Determination Date
is the date set forth in the related Servicing Agreement.



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



     Distribution Date: The [25]th day of each month or, if such [25]th day is not a
Business Day, the next succeeding Business Day, commencing in [ ] 200.



     Due Date: With respect to each Mortgage Loan and any Distribution Date, the date on
which Scheduled Payments on such Mortgage Loan are due which is either the first day of the month
of such Distribution Date, or if Scheduled Payments on such Mortgage Loan are due on a day other
than the first day of the month, the date in the calendar month immediately preceding the
Distribution Date on which such Scheduled Payments are due, exclusive of any days of grace.



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



     Effective Loan-to-Value Ratio: A fraction, expressed as a percentage, the numerator
of which is the original Stated Principal Balance of the Mortgage Loan, less the amount of
Additional Collateral required to secure such Mortgage Loan at the time of origination, if any,



10









 







and
the denominator of which is the Appraised Value of the related Mortgage Property at such date.



     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 each Rating Agency at the time any amounts are held on deposit therein, or
(ii) an account or accounts in a depository institution or trust company in which such accounts are
insured by the FDIC or the SAIF (to the limits established by the FDIC or the SAIF) and the
uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee, the Trust Administrator and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a perfected first
priority security interest against any collateral (which shall be limited to Permitted Investments)
securing such funds that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained, or (iii) a trust
account or accounts maintained with the trust department of a federal or state chartered depository
institution or trust company, acting in its fiduciary capacity or (iv) any other account acceptable
to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee, the Paying Agent, the Trust
Administrator or the Master Servicer.



     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 [ ], Class [ ], Class [ ], Class [ ]
and Class [ ] Certificates, and any Certificate that does not satisfy the applicable rating
requirement under the Underwriter’s Exemption.



     Escrow Account: As defined in each Servicing Agreement.



     Event of Default: Any one of the conditions or circumstances enumerated in Section
6.14.



     [Excess Loss: The amount of any (i) Fraud Loss in excess of the Fraud Loss Coverage
Amount on a Mortgage Loan realized after the Fraud Loss Coverage Termination Date, (ii) Special
Hazard Loss in excess of the Special Hazard Loss Coverage Amount on a Mortgage Loan realized after
the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss in excess of the Bankruptcy
Loss Coverage Amount on a Mortgage Loan realized after the Bankruptcy Coverage Termination Date.]



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



11









 





     Fannie Mae: The Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National Mortgage Association
Charter Act, or any successor thereto.



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



     FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.



     [Fitch Ratings: Fitch, Inc., or any successor in interest.]



     Form 8-K Disclosure Information: As defined in Section 6.21(c)(i).



     [Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud Loss has occurred.]



     [Fraud Loss Coverage Amount: The aggregate amount of Fraud Losses that are allocated
solely to the Subordinate Certificates, as of the Closing Date, $[                                        ], subject to
reduction from time to time by the amount of Fraud Losses allocated to the Subordinate
Certificates. In addition, (a) on each anniversary prior to the fifth anniversary of the Cut-off
Date, the Fraud Loss Coverage Amount will be reduced to an amount equal to the lesser of (A) 1.00%
of the Aggregate Stated Principal Balance as of such date, and (B) the excess of the Fraud Loss
Coverage Amount as of the preceding anniversary of the Cut-off Date over the cumulative amount of
Fraud Losses on the Mortgage Loans allocated to the Subordinate Certificates since such preceding
anniversary or the Cut-off Date, and (b) on the fifth anniversary of the Cut-off Date, zero. The
Fraud Loss Coverage Amount may be reduced below the amount set forth above for any Distribution
Date with the consent of the Rating Agencies as evidenced by a letter of
each Rating Agency to the Trust Administrator to the effect that any such reduction will not
result in a downgrading of the current ratings assigned to such Classes of Certificates rated by
it.]



     [Fraud Loss Coverage Termination Date: The point in time at which the applicable
Fraud Loss Coverage Amount has been reduced to zero.]



     [Fraud Losses: Realized Losses on the Liquidated Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection
with the related Mortgage Loan, including a loss by reason of the denial of coverage under any
related Primary Mortgage Insurance Policy because of such fraud, dishonesty or misrepresentation.]



     Global Securities: The global certificates representing the Book-Entry Certificates.



     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
Depositor, the Trustee, the Master Servicer, the Trust Administrator and any Servicer, or any
Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite
percentage necessary to effect any such consent has been obtained, except that, in determining



12









 







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 may
request and conclusively rely on certifications by the Depositor, the Master Servicer, the Trust
Administrator or any Servicer in determining whether any Certificates are registered to an
Affiliate of the Depositor, the Master Servicer, the Trust Administrator or any Servicer.



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



     Incremental Rate: Not applicable.



     Independent: When used with respect to any specified Person, any such Person who (a)
is in fact independent of the Depositor and its Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the Depositor or any Affiliate thereof,
(c) is not connected with the Depositor or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions or (d) is not a
member of the immediate family of a Person described in clause (b) or (c) above; provided, however,
that a Person shall not fail to be Independent of the Depositor or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any class of securities issued by the
Depositor or any Affiliate thereof.



     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.



     [Initial Bankruptcy Loss Coverage Amount: $[                    ].]



     Initial One-Month LIBOR Rate: Not applicable.



     Initial Trust Receipt. With respect to any Mortgage Loan, as defined in the related
Custodial Agreement.



     Insurance Policy: With respect to any Mortgage Loan, any insurance policy, including
all riders 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 and (i) the proceeds from any Limited Purpose Surety Bond.



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



     Interest Distribution Amount: For each Class of Certificates and any Distribution
Date, the sum of (i) one month’s interest accrued during the related Accrual Period at the
applicable Certificate Interest Rate for such Class on the related Class Principal Amount or Class
Notional Amount of such Class, as applicable, subject to reduction pursuant to Section 5.02(b), and
any Class Unpaid Interest Amounts for such Class and such Distribution Date.



13









 





     Interest-Only Certificates: Not applicable.



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



     Interest Transfer Amount: Not applicable.



     Intervening Assignments: The original intervening assignments of the Mortgage,
notices of transfer or equivalent instrument.



     Item 1122 Responsible Party: As defined in Section 11.15.



     Latest Possible Maturity Date: The Distribution Date occurring in [                              
] 20_.



     LIBOR Business Day: Not applicable.



     LIBOR Certificate: Not applicable.



     LIBOR Determination Date: Not applicable.



     Limited Purpose Surety Bond: Any Limited Purpose Surety Bond listed in Exhibit G.



     Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage
Loan (including any REO Property) which was liquidated in the calendar month preceding the month of
such Distribution Date and as to which the related Servicer has certified (in accordance with its
Servicing Agreement) that it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan including the final disposition of the related REO Property,
whether from Insurance Proceeds, Liquidation Proceeds or otherwise.



     Liquidation Principal: With respect to any Distribution Date, the principal portion
of Net Liquidation Proceeds received with respect to each Mortgage Loan, but not in excess of the
principal balance of such Mortgage Loan, which became a Liquidated Mortgage Loan (but not in excess
of the principal balance thereof) during the preceding calendar month.



     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, other than Subsequent Recoveries.



     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: As described in the Preliminary Statement to this Agreement.




14










 






     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.



     Master Servicer: [                    ] in its capacity as Master Servicer and any
Person succeeding as Master Servicer hereunder or any successor in interest, or if any successor
master servicer shall be appointed as herein provided, then such successor master servicer.



     Master Servicing Fee: The fee payable to the Master Servicer as compensation for its
services under this Agreement, which shall constitute all income and earnings on the amounts on
deposit in the Certificate Distribution Account as provided in Section 4.01(e).



     Master Servicing Fee Rate: 0.00% per annum.



     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.



     Memorandum: The private placement memorandum dated [                    ], 200_, relating to the
Class [     ], Class [     ] and Class [     ] Certificates.



     MERS: Mortgage Electronic Registration Systems, Inc., or its successors or assigns.



     MERS Designated Mortgage Loan: Each Mortgage Loan that has been originated in the
name of, or assigned to, MERS and registered under the MERS System.



     MERS System: The system of recording transfers of mortgages electronically maintained
by MERS.



     Monthly Advance: With respect to a Mortgage Loan, the payments required to be made by
the Master Servicer or the applicable Servicer with respect to any Distribution Date pursuant to
this Agreement or the Servicing Agreements, as applicable, the amount of any such payment being
equal to the aggregate of the payments of principal and interest (net of the Master Servicing Fee
and/or the applicable Servicing Fee and net of any net income in the case of any REO Property) 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 Master Servicer or the Servicers have determined would constitute Nonrecoverable
Advances if advanced.



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




     Mortgage: A mortgage, deed of trust or other instrument encumbering a fee simple
interest 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 a Custodian pursuant to the related Custodial Agreement and described
in clauses (i) through (viii) of Section 2.01(a) hereof.



15









 





     Mortgage Loan: A Mortgage and the related notes 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 Replacement 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 [                    ], 200_, between the Seller and the Depositor.



     Mortgage Loan Purchase Price: The price, calculated as set forth in Section 7.01, to
be paid in connection with the purchase of the Mortgage Loans pursuant to an Optional Termination
of the Trust Fund.



     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 Replacement Mortgage Loans to, or the deletion of Deleted
Mortgage Loans from, the Trust Fund. Such schedule shall set forth the following information with
respect to each Mortgage Loan by Mortgage Pool:




(i) the Mortgage Loan identifying number;




(ii) a code indicating the type of Mortgaged Property and the occupancy status;




(iii) a code indicating the Servicer of the Mortgage Loan;




(iv) the original months to maturity;




(v) the Loan-to-Value Ratio at origination;




(vi) the combined Loan-to-Value Ratio at origination;




(vii) a code indicating the existence of a subordinate lien for the related Mortgaged
Property;




(viii) the related borrower’s debt-to-income ratio at origination;




(ix) the related borrower’s credit score at origination;




(x) the Mortgage Rate as of the Cut-off Date;




(xi) the stated maturity date;




(xii) the amount of the Scheduled Payment as of the Cut-off Date;




(xiii) the original principal amount of the Mortgage Loan;




(xiv) the principal balance of the Mortgage Loan as of the close of business on the Cut-off
Date, after deduction of payments of principal due on or before the Cut-off Date whether or
not collected;



16









 






(xv) the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity
take-out refinance);




(xvi) a code indicating whether a prepayment premium is required to be paid in connection
with a prepayment of the Mortgage Loan and the term and the amount of the prepayment
premium;




(xvii) an indication whether the Mortgage Loan accrues interest at an adjustable Mortgage
Rate or a fixed Mortgage Rate;




(xviii) the Index that is associated with such Mortgage Loan, if applicable;




(xix) the gross margin, if applicable;




(xx) the periodic rate cap, if applicable;




(xxi) the minimum Mortgage Rate, if applicable;




(xxii) the maximum Mortgage Rate, if applicable;




(xxiii) the first Adjustment Date after the Cut-off Date, if applicable;




(xxiv) the Servicing Fee Rate;




(xxv) the Master Servicing Fee Rate;




(xxvi) a code indicating whether the Mortgage Loan is covered under a borrower paid or
lender paid Primary Mortgage Insurance Policy (and, if so, the name of the insurance
carrier) and the rate at which any lender paid Primary Mortgage Insurance Policy premium is
calculated, if applicable; and




(xxvii) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan.



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



     Mortgage Pool: The aggregate of the Mortgage Loans.



     Mortgage Rate: As to any Mortgage Loan, the annual rate of interest borne by the
related Mortgage Notes.



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



     Mortgagor: The obligor on a Mortgage Note.



     Net Interest Shortfalls: For any Distribution Date, the sum of (A) the amount of
interest which would otherwise have been received for a Mortgage Loan during the prior calendar
month



17









 







that was the subject of (x) a Relief Act Reduction or (y) a [Special Hazard Loss], [Fraud
Loss] or [Bankruptcy Loss], after the exhaustion of the respective amounts of coverage provided by
the Subordinate Certificates for those types of losses; and (B) any related Net Prepayment Interest
Shortfalls.



     Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property, the related Liquidation Proceeds net of Monthly
Advances, Servicer Advances, related Servicing Fees and/or Master 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 for such Mortgage Loan.



     Net Prepayment Interest Shortfall: With respect to any Mortgage Loan and any
Distribution Date, the amount by which the aggregate of Prepayment Interest Shortfalls during the
related Prepayment Period exceeds the Prepayment Interest Shortfalls for such Distribution Date.



     Net Realized Losses: For any Class of Certificates and any Distribution Date, the
excess of (i) the amount of unreimbursed Realized Losses previously allocated to that Class over
(ii) the sum of (a) the amount of any increases to the Class Principal Amount of that Class
pursuant to Section 5.03(f) due to Subsequent Recoveries and (b) amounts previously distributed to
such Class in respect of Realized Losses pursuant to Section 5.02.



     Net WAC: As to any Distribution Date, the weighted average of the Net Mortgage Rates
of the Mortgage Loans as of the Due Date of the month preceding the month of such Distribution
Date, weighted on the basis of their outstanding Stated Principal Balances (after giving effect to
the Scheduled Payments due on or before such Due Date and Principal Prepayments received prior to
such Due Date) at such time.



     Net WAC Shortfall: Not applicable.



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



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



     Net Recovery Realized Losses: For any Class of Certificates and any Distribution Date,
the excess of Net Realized Losses for such Distribution Date over the amount distributed in respect
of Realized Losses pursuant to Section 5.02 on that Distribution Date.



     Non-Redemption Event: Not applicable.



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



     Nonrecoverable Advance: Any portion of an Monthly Advance or Servicer Advance
previously made or proposed to be made by the Master Servicer and/or a Servicer (as certified in



18









 







an Officer’s Certificate of the Servicer), which in the good faith judgment of such party,
shall not be ultimately recoverable by such party from the related Mortgagor, related Liquidation
Proceeds or otherwise.



     Notional Amount: Not applicable.



     Offering Document: The Prospectus or the Memorandum.



     Officer’s Certificate: A certificate signed by two Authorized Officers of the
Depositor or the Chairman of the Board, any Vice Chairman, the President, any Vice President or any
Assistant Vice President of the Master Servicer or the Trust Administrator, and in each case
delivered to the Trustee or the Trust Administrator, as provided in this Agreement.



     Officer’s Certificate of the Servicer: A certificate (i) signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President
(however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the
Assistant Treasurers or Assistant Secretaries of a Servicer, or (ii) if provided for herein, signed
by a Servicing Officer, as the case may be, and delivered to the Trustee, the Trust Administrator
or the Master Servicer, as required hereby.



     One-Month LIBOR: Not applicable.



     Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and
substance to the Trustee, the Trust Administrator or the Master Servicer, as required hereby, and
who may be in-house or outside counsel to the Depositor, the Master Servicer, the Trust
Administrator 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 the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or the taxation, or the federal income tax status, of each REMIC.



     Optional Termination: The purchase of the Mortgage Loans pursuant to Section 7.01.



     Optional Termination Date: The date fixed by the Terminating Entity for the purchase
of the Mortgage Loans pursuant to Section 7.01.



     Optional Termination Notice Period: The period during which notice is to be given to
the affected Certificateholders of an Optional Termination pursuant to Section 7.02(e).



     Original Subordination Level: With respect to each Class of Subordinate Certificates,
the corresponding approximate percentage set forth in the table below opposite its Class
designation:



19









 





	 	 	 
	Subordinate Certificates	 	 
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%
	Class [     ]

	 	[[•]]%






     Original Subordinate Principal Amount: The aggregate of the initial Class Principal
Amounts of the Classes of Subordinated Certificates.



     Originator: [                    ] or any other originator contemplated by Item 1110 (§
229.1110) of Regulation AB.



     Overcollateralized Group: Not applicable.



     Par Value: As defined in Section 7.01(c).



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



     Payoff: Any payment of principal on a Mortgage Loan equal to the entire outstanding
Stated Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due
Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid
interest on the Mortgage Loan to the date of such payment in full.



     PCAOB: The Public Company Accounting Oversight Board.



     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
or the Class [ ] and Class [ ] Certificates, the Percentage Interest evidenced thereby shall
equal the initial principal amount thereof divided by the initial Class Principal Amount of all
Certificates of the same Class. With respect to each of the Class [ ] and Class [ ]
Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof,
or otherwise, be equal to 100%. With respect to any 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.



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




     (i) obligations of the United States or any agency thereof, provided that such
obligations are backed by the full faith and credit of the United States;




     (ii) general obligations of or obligations guaranteed by any state of the United States
or the District of Columbia receiving the highest long-term debt rating of each



20









 







Rating Agency, or such lower rating as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating Agency;




     (iii) commercial or finance company paper which is then receiving the highest
commercial or finance company paper rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;




     (iv) certificates of deposit, demand or time deposits, or bankers’ acceptances issued
by any depository institution or trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or long-term unsecured
debt obligations of such depository institution or trust company (or in the case of the
principal depository institution in a holding company system, the commercial paper or
long-term unsecured debt obligations of such holding company, but only if Moody’s is not the
applicable Rating Agency) are then rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities, or such lower ratings as shall
not result in the downgrading or withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;




     (v) demand or time deposits or certificates of deposit issued by any bank or trust
company or savings institution to the extent that such deposits are fully insured by the
FDIC;




     (vi) guaranteed reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of such
agreements, as evidenced by a signed writing delivered by each Rating Agency;




     (vii) repurchase obligations with respect to any security described in clauses (i) and
(ii) above, in either case entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;




     (viii) securities (other than stripped bonds, stripped coupons or instruments sold at a
purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a
discount issued by any corporation incorporated under the laws of the United States or any
state thereof which, at the time of such investment, have one of the two highest long-term
ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be
the highest commercial paper rating of Moody’s for any such series), or such lower rating as
shall not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each
Rating Agency;




     (ix) interests in any money market fund which at the date of acquisition of the
interests in such fund and throughout the time such interests are held in such fund has the



21









 







highest applicable rating by each Rating Agency rating such fund or such lower rating
as shall not result in a change in the rating then assigned to the Certificates by each
Rating Agency as evidenced by a signed writing delivered by each Rating Agency, including
funds for which the Trustee, the Master Servicer, the Trust Administrator or any of its
Affiliates is investment manager or adviser;




     (x) short-term investment funds sponsored by any trust company or national banking
association incorporated under the laws of the United States or any state thereof which on
the date of acquisition has been rated by each applicable Rating Agency in their respective
highest applicable rating category or such lower rating as shall not result in a change in
the rating then specified stated maturity and bearing interest or sold at a discount
acceptable to each Rating Agency as shall not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the Rating Agencies as evidenced by a signed
writing delivered by each Rating Agency; and




     (xi) such other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to the Rating Agencies as shall not result in the downgrading
or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies as
evidenced by a signed writing delivered by each Rating Agency;


provided, that no such instrument shall be a Permitted Investment if (i) such instrument evidences
the right to receive interest only payments with respect to the obligations underlying such
instrument, (ii) such instrument would require the Depositor to register as an investment company
under the Investment Company Act of 1940, as amended or (iii) the rating of such instrument
contains a “t” or “r” notation therein.




     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
such plan’s or arrangement’s assets by reason of their investment in the entity.



     Plan Asset Regulations: The Department of Labor regulations set forth in 29 C.F.R.
2510.3-101.



     Prepayment Interest Shortfall: With respect to any Mortgage Loan, Distribution Date
and Principal Prepayment received during the related Prepayment Period, the difference between (i)
one full month’s interest at the applicable Mortgage Rate (giving effect to any applicable Relief
Act Reduction, Debt Service Reduction and Deficient Valuation), as reduced by the Servicing Fee
Rate, if applicable, on the outstanding principal balance of such Mortgage Loan immediately prior
to such prepayment or, if such Principal Prepayment is a Curtailment, the principal amount of such
Curtailment and (ii) the amount of interest actually received with respect to such Mortgage Loan in
connection with such Principal Prepayment, net of the Servicing Fee, if applicable.



22









 





     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 Payment Amount: For any Distribution Date, the sum of (i) the principal
portion of the Scheduled Payments on the Mortgage Loans due on the related Due Date, (ii) the
principal portion of repurchase proceeds received with respect to any Mortgage Loan which was
repurchased as permitted or required by this Agreement during the period beginning on the 15th day
of the month preceding such Distribution Date and ending on the 14th day of the month of such
Distribution Date, with notice and receipt of funds three (3) Business Days prior to the 14th day
of the month of such Distribution Date and (iii) any other unscheduled payments of principal which
were received on the Mortgage Loans during the related calendar month preceding the month of such
Distribution Date, other than Principal Prepayments or Liquidation Principal.



     Principal Prepayment: Any payment of principal on a Mortgage Loan that constitutes a
Payoff or Curtailment.



     Principal Prepayment Amount: For any Distribution Date, the sum of (i) all Principal
Prepayments relating to the Mortgage Loans which were received during the related Prepayment Period
and (ii) all Subsequent Recoveries received during the calendar month preceding the month of that
Distribution Date.



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



     Principal Transfer Amount: Not applicable.



     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.



     Pro Rata Share: With respect to any Distribution Date and any Class of Subordinate
Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class,
equal to the product of the Subordinate Principal Distribution Amount on such Distribution Date and
a fraction, the numerator of which is the related Class Principal Amount of such Class and the
denominator of which is the aggregate of the Class Principal Amounts of the Subordinate
Certificates.



     Prospectus: The prospectus supplement dated [                    ], 200_, together with the
accompanying prospectus dated [                    ], 200_, relating to the Senior Certificates and the
Class [     ], Class [     ], Class [     ] and Class [     ] Certificates.



23









 





     Purchase Agreements: The mortgage purchase agreements listed in Exhibit F hereto, as
each such agreement may be amended or supplemented from time to time as permitted hereunder.



     Purchase Price: With respect to any Mortgage Loan required or permitted to be
purchased by the Seller or Depositor pursuant to this Agreement, by the Servicers pursuant to the
Servicing Agreements, or by the Seller pursuant to the Purchase Agreements, an amount equal to the
sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase,
(ii) accrued interest thereon at the applicable Net Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is
to be distributed to Certificateholders, or such other amount as may be specified in the related
Servicing Agreement or Purchase Agreement and (iii) the amount of any costs and damages incurred by
the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or
abusive lending law arising from or in connection with the origination of such Mortgage Loan.



     Rapid Prepayment Conditions: Not applicable.



     [Rating Agency: Each of Fitch Ratings, Moody’s and S&P.]



     Realized Loss: With respect to any Mortgage Loan, (1) with respect to each Liquidated
Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the
Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the applicable
Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not
reimbursed) to Certificateholders up to the related 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 Net Liquidation Proceeds and the proceeds of any Additional
Collateral, if any, received during the month in which such liquidation occurred, to the extent
applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated
Mortgage Loan; (2) for any Mortgage Loan subject to a Deficient Valuation, the excess of the Stated
Principal Balance of that Mortgage Loan over the principal amount as reduced in connection with the
proceedings resulting in the Deficient Valuation; or (3) for any Mortgage Loan that became the
subject of a Debt Service Reduction, the present value of all monthly Debt Service Reductions on
the Mortgage Loan, assuming that the mortgagor pays each Scheduled Payment on the applicable Due
Date and that no Principal Prepayments are received on the Mortgage Loan, discounted at the
applicable Mortgage Rate.



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



     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



24









 







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 Exhibit N attached hereto. Multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, the Trust Administrator or each Servicer, the term “Relevant Servicing Criteria” may
refer to a portion of the Relevant Servicing Criteria applicable to such parties.



     Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as
to which there has been a reduction in the amount of interest collectible thereon for the most
recently ended calendar month as a result of the application of the 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.



     Replacement Mortgage Loan: A mortgage loan substituted by the Seller for a Deleted
Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release,
substantially in the form attached to the applicable Custodial Agreement, (i) have a Stated
Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the
month of substitution, not in excess of, and not more than 10% less than, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a Maximum Rate not less than (and not more than two
percentage points greater than) the Maximum Rate of the Deleted Mortgage Loan; (iii) have a gross
margin not less than that of the Deleted Mortgage Loan and, if Mortgage Loans equal to 1% or more
of the Cut-off Date Principal Balance have become Deleted Mortgage Loans, not more than two
percentage points more than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio or
Effective Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have Adjustment
Dates that are no more or less frequent than the Deleted Mortgage Loan; (vi) have a remaining term
to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage
Loan; (vii) not permit conversion of the related Mortgage Rate to a permanent fixed Mortgage Rate;
(viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan; (ix) have
the same or better FICO credit score; (x) have an initial interest Adjustment Date no earlier than
five months before (and no later than five months after) the initial Adjustment Date of the Deleted
Mortgage Loan, (xi)



25









 







comply with each representation and warranty set forth in each Purchase Agreement; and (xii)
shall be accompanied by an Opinion of Counsel that such Replacement Mortgage Loan would not
adversely affect the REMIC status of the Trust Fund or would not otherwise be prohibited by this
Agreement.



     Reportable Event: As defined in Section 6.21(c)(i).



     Reporting Servicer: As defined in Section 6.21(b)(i).



     Required Reserve Fund Deposit: Not applicable.



     Reserve Fund: Not applicable.



     Residual Certificate: Each of the Class [     ] and Class [     ] Certificates.



     Responsible Officer: With respect to the Trustee, any officer in the corporate trust
department or similar group of the Trustee 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 [     ], Class [     ], Class [     ] or Class [     ]
Certificate.



     Restricted Global Security: As defined in Section 3.01(c).



     [S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., or any successor in interest.]



     SAIF: The Saving’s Association Insurance Fund, or any successor thereto.



     Sarbanes Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations thereof by the Commission’s
staff).



     Sarbanes-Oxley Certification: A written certification covering the activities of all
Servicing Function Participants and signed by an officer of the Depositor and that complies with
(i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003
Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14,
as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act
of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any
subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement
of a division thereof, or (c) any future releases, rules and regulations are published by the
Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002,
which in any such case affects the form or substance of the required certification and results in
the required certification being, in the reasonable judgment of the Master Servicer, materially
more onerous than the form of the required certification as of the Closing Date, the Sarbanes-Oxley
Certification shall be as agreed



26









 







to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith
to determine how to comply with any such new requirements.



     Schedule of Exceptions: With respect to any Mortgage Loan, as defined in the related
Custodial Agreement.



     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 Agreements, shall give effect to any related Debt Service Reduction and any
Deficient Valuation 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.



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



     Senior Certificates: Any one of the Class [     ], Class [     ], Class [     ] or Class [     ] Certificates.



     Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for
each Mortgage Loan which became a Liquidated Mortgage Loan during the prior calendar month, of the
lesser of (i) the Senior Percentage of the Stated Principal Balance of such Mortgage Loan and (ii)
the applicable Senior Prepayment Percentage of the Liquidation Principal with respect to such
Mortgage Loan.



     Senior Percentage: With respect to any Distribution Date, the percentage equivalent
of a fraction the numerator of which is the aggregate Class Principal Amount of the Senior
Certificates immediately prior to such Distribution Date and the denominator of which is the
aggregate of the Stated Principal Balances of the Mortgage Loans as of the first day of the related
Due Period (excluding any Mortgage Loans that were subject to a Payoff, the principal of which was
distributed on the Distribution Date preceding the current Distribution Date); provided, however,
in no event will the Senior Percentage exceed 100%.



     Senior Prepayment Percentage: The Senior Prepayment Percentage for any Distribution
Date occurring during the seven years beginning on the first Distribution Date will equal 100%.
The Senior Prepayment Percentage for any Distribution Date occurring on or after the seventh
anniversary of the first Distribution Date will be as follows: for any Distribution Date in the
first year thereafter, the Senior Percentage plus 70% of the Subordinate Percentage for such
Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage
plus 60% of the Subordinate Percentage for such Distribution Date; for any Distribution Date in the
third year thereafter, the Senior Percentage plus 40% of the Subordinate Percentage for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage
plus 20% of the Subordinate Percentage for such Distribution Date; and for any Distribution Date
after the fourth year thereafter, the Senior Percentage for such Distribution Date.



     Notwithstanding the foregoing, on any Distribution Date if the Senior Percentage exceeds the
initial Senior Percentage, the Senior Prepayment Percentage will equal 100%, (ii) if on or



27









 







before the Distribution Date in [          ], 20    , the Subordinate Percentage is
greater than or equal to twice the Subordinate Percentage as of the Closing Date, in which case the
Senior Prepayment Percentage will equal the Senior Percentage, plus 50% of the Subordinate
Percentage for that Distribution Date, and if after the Distribution Date in [          ]
20    , the Subordinate Percentage is greater than or equal to twice the Subordinate Percentage as of
the Closing Date, then the Senior Prepayment Percentage for such Distribution Date will equal the
Senior Percentage).



     Notwithstanding the foregoing, the Senior Prepayment Percentage shall equal 100% for any
Distribution Date as to which (i) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more (including all REO Properties and Mortgage Loans in foreclosure)
(averaged over the preceding six month period), as a percentage of the aggregate Class Principal
Amount of the Subordinate Certificates as of such Distribution Date is equal to or greater than 50%
or (ii) cumulative Realized Losses for the Mortgage Loans exceed (a) with respect to any
Distribution Date prior to the third anniversary of the first Distribution Date, 20% of the
Original Subordinate Principal Amount, (b) with respect to any Distribution Date on or after the
third anniversary but prior to the eighth anniversary of the first Distribution Date, 30% of the
Original Subordinate Principal Amount, (c) with respect to any Distribution Date on or after the
eighth anniversary but prior to the ninth anniversary of the first Distribution Date, 35% of the
Original Subordinate Principal Amount, (d) with respect to any Distribution Date on or after the
ninth anniversary but prior to the tenth anniversary of the first Distribution Date, 40% of the
Original Subordinate Principal Amount, (e) with respect to any Distribution Date on or after the
tenth anniversary but prior to the eleventh anniversary of the first Distribution Date, 45% of the
Original Subordinate Principal Amount and (f) with respect to any Distribution Date on or after the
eleventh anniversary of the first Distribution Date, 50% of the Original Subordinate Principal
Amount.



     If on any Distribution Date the allocation to a Class of Senior Certificates then entitled to
distributions of Principal Prepayments and other amounts in the percentage required above would
reduce the outstanding Class Principal Amount of that Class below zero, the distribution to that
Class of Senior Certificates of the Senior Prepayment Percentage of those amounts for such
Distribution Date shall be limited to the percentage necessary to reduce the related Class
Principal Amount to zero.



     Senior Principal Distribution Amount: With respect to any Distribution Date, the sum
of (i) the product of (x) the Senior Percentage and (y) the Principal Payment Amount, (ii) the
product of (x) the applicable Senior Prepayment Percentage and (y) the Principal Prepayment Amount
and (iii) the Senior Liquidation Amount.



     Senior Termination Date: Not applicable.



     Servicers: Each Servicer under a Servicing Agreement.



     Servicer Advance: A “Servicing Advance” as defined in the applicable Servicing
Agreement.



28









 





     Servicer Remittance Date: The [___] day of each calendar month after the initial
issuance of the Certificates or, if such [___] day is not a Business Day, the immediately preceding
Business Day, commencing in [                    ] 200_.



     Service(s)(ing): In accordance with Regulation AB, the act of servicing and
administering the Mortgage Loans or any other assets of the Trust Fund by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject to the disclosure
requirements set forth in Item 1108 of Regulation AB. Any uncapitalized occurrence of this term
shall have the meaning commonly understood by participants in the residential mortgage-backed
securitization market.



     Servicing Agreement: The agreements listed in Exhibit E, as each such agreement has
been modified by the related Acknowledgement and as it may be amended or supplemented from time to
time as permitted thereby.



     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 Function Participant: Any Subservicer or Subcontractor, other than each
Servicer, the Master Servicer and the Trust Administrator, 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 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: With respect to each Mortgage Loan and any Distribution Date, the
rate specified in the related Servicing Agreement.



     Servicing Officer: Any officer of the Servicers 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 Master Servicer by the Servicers on the Closing Date
pursuant to the Servicing Agreements, as such list may from time to time be amended.



     [Special Hazard Loss: A Realized Loss (or portion thereof) with respect to a Mortgage
Loan arising from any direct physical loss or damage to a Mortgaged Property (including any
Realized Loss due to the presence or suspected presence of hazardous wastes or substances on
mortgaged property) which is not covered by a standard hazard maintenance policy with extended
coverage or by a flood insurance policy, if applicable (or which would not have been covered by
such a policy had such a policy been maintained), which is caused by or results from any cause
except: (i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot, inherent vice or
latent defect, animals, birds, vermin, insects; (ii) settling, subsidence, cracking, shrinkage,
bulging or expansion of pavements, foundations, walls, floors, roofs or ceilings; (iii) errors in
design, faulty workmanship or faulty materials, unless the collapse of the property or part thereof
ensues and then only for the ensuing loss; (iv) nuclear or chemical reaction or nuclear radiation
or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote; (v) hostile or warlike action in time of peace



29









 







or war, including action in hindering, combating or defending against an actual, impending or
expected attack (a) by any government of sovereign power, de jure or de facto, or by any authority
maintaining or using military, naval or air forces, (b) by military, naval or air forces, or (c) by
an agent of any such government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; or (vii) insurrection,
rebellion, revolution, civil war, usurped power or action taken by governmental authority in
hindering, combating or defending against such occurrence, seizure or destruction under quarantine
or customs regulations, confiscation by order of any government or public authority, or risks of
contraband or illegal transportation or trade.]



     [Special Hazard Loss Coverage Amount: With respect to the Subordinate Certificates, as
of the Closing Date, $[                    ] subject in each case to reduction from time to time, to be an
amount equal on any Distribution Date to the lesser of (a) the greatest of (i) 1% of the Aggregate
Stated Principal Balance, (ii) twice the principal balance of the largest Mortgage Loan and (iii)
the Aggregate Stated Principal Balances of Mortgage Loans secured by Mortgaged Properties located
in the single California postal zip code area having the highest aggregate principal balance of any
such zip code area and (b) the Special Hazard Loss Coverage Amount as of the Closing Date less the
amount, if any, of losses attributable to Special Hazard Losses allocated to the Subordinate
Certificates since the Closing Date. All Stated Principal Balances for the purpose of this
definition will be calculated as of the first day of the month preceding such Distribution Date
after giving effect to scheduled installments of principal and interest on the Mortgage Loans then
due, whether or not paid. The Special Hazard Loss Coverage Amount may be reduced below the amount
set forth above for any Distribution Date with the consent of the Rating Agencies as evidenced by a
letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will
not result in a downgrading of the current ratings assigned to such Classes of Certificates rated
by it.]



     [Special Hazard Loss Coverage Termination Date: The date on which the Special Hazard
Loss Coverage Amount has been reduced to zero.]



     Sponsor: RWT Holdings, Inc.



     Startup Day: The day designated as such pursuant to Section 10.01(b) hereof.



     Stated Principal Balance: With respect to any Mortgage Loan and date of
determination, the principal balance of such Mortgage Loan as of the Cut-off Date, after
application of the principal portion of all Scheduled Payments due on or before the Cut-off Date,
whether or not received, minus the sum of (i) all amounts allocable to principal that have been
distributed to Certificateholders with respect to such Mortgage Loan on or before that date of
determination and (ii) any Realized Losses on such Mortgage Loan that have been allocated to one or
more Classes of Certificates on or before that date of determination.



     Sub Account: Not applicable.



     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



30









 







of any Servicer (or a Subservicer of any Servicer), the Master Servicer or the Trust
Administrator.



     Subordinate Certificates: The Class [     ], Class [     ], Class [     ], Class [     ],
Class [     ], Class [     ] and Class [     ] Certificates executed by the Trustee, and authenticated
and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A.



     Subordinate Liquidation Amount: For any Distribution Date the excess, if any, of the
aggregate Liquidation Principal of all Mortgage Loans which became Liquidated Mortgage Loans during
the calendar month preceding the Distribution Date over Senior Liquidation Amount for such
Distribution Date.



     Subordinate Percentage: With respect to any Distribution Date, the excess of 100%
over the related Senior Percentage for such Distribution Date.



     Subordinate Prepayment Percentage: With respect to any Distribution Date, 100% minus
the related Senior Prepayment Percentage for such Distribution Date; provided, however, that if the
aggregate Class Principal Amount of the Senior Certificates has been reduced to zero, then the
Subordinate Prepayment Percentage will equal 100%.



     Subordinate Principal Distribution Amount: With respect to any Distribution Date, the
sum of the following amounts: (i) the related Subordinate Percentage of the related Principal
Payment Amount, (ii) the related Subordinate Prepayment Percentage of the related Principal
Prepayment Amount and (iii) the related Subordinate Liquidation Amount.



     Subordination Level: With respect to any Distribution Date and any Class of
Subordinate Certificates, the percentage obtained by dividing the sum of the Class Principal
Amounts of all Classes of Subordinate Certificates which are subordinate in right of payment to
such Class by the sum of the Class Principal Amounts of the Certificates, in each case immediately
prior to such Distribution Date.



     Subsequent Recovery: With respect to any Distribution Date and Mortgage Loan that
became a Liquidated Mortgage Loan in a month preceding the month prior to the Distribution Date, an
amount received in respect of principal on such Mortgage Loan which has previously been allocated
as a Realized Loss to a Class or Classes of Certificates, net of reimbursable expenses.



     Subservicer: Any Person that (i) services Mortgage Loans on behalf of any 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, any related
Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of
Regulation AB.



     Substitution Amount: As defined in the second paragraph of Section 2.04(b).



     Tax Matters Person: With respect to each REMIC, the applicable Person identified in
Section 10.01(l).



31









 





     Telerate Page 3750: The display currently so designated as “Page 3750” on the Bridge
Telerate Service (or such other page selected by the Trust Administrator as may replace Page 3750
on that service for the purpose of displaying daily comparable rates on prices).



     Terminating Auction Date: As defined in Section 7.01(d).



     Terminating Auction Purchaser: As defined in Section 7.01(d).



     Terminating Auction Sale: As defined in Section 7.01(d).



     Terminating Entity: The Master Servicer shall be the Terminating Entity. At all
times during the term of this Agreement, the Terminating Entity and the Master Servicer shall be
the same party.



     Trust Administrator: [          ], not in its individual capacity but
solely as Trust Administrator, or any successor in interest, or if any successor trust
administrator shall be appointed as herein provided, then such successor trust administrator. [[          ] shall act as Trust Administrator for so long as it is Master Servicer
under this Agreement.]



     Trust Fund: The corpus of the trust created pursuant to this Agreement, consisting of
the Mortgage Loans and all interest and principal received thereon on or after the Cut-off Date
(other than Scheduled Payments due on or prior to the Cut-off Date), the Depositor’s rights
assigned to the Trustee under the Purchase Agreements and the Servicing Agreements, as modified by
the Acknowledgements 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 Certificate Distribution Account, or property that secured a
Mortgage Loan, the pledge, control and guaranty agreements and any Limited Purpose Surety Bond
relating to the Additional Collateral Mortgage Loans.



     Trustee: [          ], [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 Mortgage Files: With respect to each Mortgage Loan, the Mortgage Documents to
be retained in the custody and possession of the Trustee or any Custodian on behalf of the Trustee
and described in clauses (i) through (viii) of Section 2.01(a) hereof.



     UCC: The Uniform Commercial Code as enacted in the relevant jurisdiction.



     Undercollateralized Group: Not applicable.



     Underwriter: [                                        ].



     Underwriter’s Exemption: Prohibited Transaction Exemption (“PTE”) [          ],
[as most recently amended and restated by PTE [     ]], or any substantially similar
administrative exemption granted by the U.S. Department of Labor to the Underwriter.



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     Underwriting Agreement: The Underwriting Agreement, dated [                    ], 200_, among
the Seller, the Depositor and the Underwriter.



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



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



     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, [___.___]% of all Voting Interests shall be allocated to the Class
[     ], Class [     ], Class [     ], Class [     ], Class [     ], Class [     ], Class [     ], Class [     ]
and Class [     ] Certificates. Voting Interests shall be allocated among such Certificates based on
the product of (i) [___.___]% and (ii) the fraction, expressed as a percentage, the numerator of
which is the aggregate Class Principal Amounts for each Class then outstanding and the denominator
of which is the Aggregate Stated Principal Balance outstanding. At all times during the term of
this Agreement, [_.___]% of all Voting Interests shall be allocated to each of the Class [     ] and
Class [     ] Certificates.



     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 Trust Administrator as supplied to
the Trust Administrator by the Master Servicer. The Trust Administrator shall not be required to
recompute, verify or recalculate the information supplied to it by the Master Servicer or any
Servicer.



ARTICLE II.



DECLARATION OF TRUST;



ISSUANCE OF CERTIFICATES




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



          (a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby
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 right to all payments of principal and interest received on or with respect to the
Mortgage Loans on and 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 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 in and to all amounts from time to time
credited to and the proceeds of the Certificate Distribution Account, any Custodial Accounts or any
Escrow Account established with respect to the Mortgage Loans; (iii) all of the Depositor’s rights
under the Purchase Agreements and the Servicing Agreements as modified by the



33









 




Acknowledgements and the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title or interest
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 any
Additional Collateral relating to the Additional Collateral Mortgage Loans, including, but not
limited to, the pledge, control and guaranty agreements and any related Limited Purpose Surety Bond
to have and to hold, in trust; 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, Certificates in the authorized denominations evidencing the entire ownership of the
Trust Fund.




     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.



     In connection with such transfer and assignment of the Mortgage Loans, the Depositor does
hereby deliver to, and deposit with, or cause to be delivered to and deposited with, any Custodian
acting on the Trustee’s behalf, the following documents or instruments with respect to each related
Mortgage Loan (each, a “Trustee Mortgage File”) so transferred and assigned:



                    (i) with respect to each Mortgage Loan, the original Mortgage Note endorsed without recourse
in proper form to the order of the Trustee, or in blank (in each case, with all necessary
intervening endorsements, as applicable); provided that any such endorsement may be stamped or
generated electronically, if acceptable under all applicable laws and regulations and the endorsing
entity had adopted appropriate authorizing resolutions prior to such stamped or electronic
endorsement.



                    (ii) with respect to each Mortgage Loan (other than a Cooperative Loan), the original
mortgage, deed of trust or other instrument creating a first lien on the underlying property
securing the Mortgage Loan and bearing evidence that such instrument has been recorded in the
appropriate jurisdiction where the Mortgaged Property is located (or, in lieu of the original of
the Mortgage, a true copy of the Mortgage certified by the originator, or a duplicate or conformed
copy of the Mortgage, together with a certificate of either the closing attorney or an officer of
the title insurer that issued the related title insurance policy, certifying that such copy
represents a true and correct copy of the original and that such original has been or is currently
submitted to be recorded in the appropriate governmental recording office of the jurisdiction where
the Mortgaged Property is located);



                    (iii) with respect to each Mortgage Loan (other than a Cooperative Loan), the Assignment of
Mortgage in form and substance acceptable for recording in the relevant jurisdiction, such assignment being either (A) in blank, without recourse, or (B) or
endorsed to “[                                        ], as Trustee of the Sequoia Mortgage Trust 200_-_, Mortgage
Pass-Through Certificates, without recourse;” provided, that if the Mortgage Loan is a MERS
Designated Mortgage Loan, no Assignment of Mortgage shall be required;



34









 





                    (iv) with respect to each Mortgage Loan (other than a Cooperative Loan), the originals or
certified copies of all Intervening Assignments of the Mortgage, if any, with evidence of recording
thereon, showing a complete chain of title to the last endorsee, including any warehousing
assignment;



                    (v) with respect to each Mortgage Loan (other than a Cooperative Loan), any assumption,
modification, written assurance, substitution, consolidation, extension or guaranty agreement, if
applicable;



                    (vi) with respect to each Mortgage Loan (other than a Cooperative Loan), the original policy
of title insurance (or a true copy thereof) with respect to any such Mortgage Loan, or, if such
policy has not yet been delivered by the insurer, the title commitment or title binder to issue
same;



                    (vii) if the Mortgage Note or Mortgage or any other material document or instrument relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original power of
attorney or other instrument that authorized and empowered such person to sign bearing evidence
that such instrument has been recorded, if so required, in the appropriate jurisdiction where the
Mortgaged Property is located (or, in lieu thereof, a duplicate or conformed copy of such
instrument, together with a certificate of receipt from the recording office, certifying that such
copy represents a true and complete copy of the original and that such original has been or is
currently submitted to be recorded in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located); and



                    (viii) with respect to each Mortgage Loan which constitutes a Cooperative Mortgage Loan:




     (a) the original loan and security agreement;




     (b) the original Cooperative Shares;




     (c) a stock power executed in blank by the person in whose name the Cooperative
Shares are issued;




     (d) the Proprietary Lease or occupancy agreement accompanied by an assignment
in blank of such proprietary lease;




     (e) the recognition agreement executed by the Cooperative Corporation, which
requires the Cooperative Corporation to recognize the rights of the lender and its
successors in interest and assigns, under the cooperative;




     (f) UCC1 financing statements with recording information thereon from the
appropriate governmental recording offices if necessary to perfect the security interest of the Cooperative Mortgage Loan under the Uniform Commercial
Code in the jurisdiction in which the cooperative project is located, accompanied by
UCC3 financing statements executed in blank for recordation of the change in the
secured party thereunder;



35









 






     (g) the original policy of title insurance or with respect to any such
Cooperative Mortgage Loan, if such policy has not yet been delivered by the insurer,
the title commitment or title binder to issue same; and




     (h) Any guarantees, if applicable.



          (b) The Depositor shall cause Assignments of Mortgage with respect to each Mortgage Loan other
than a Cooperative Mortgage Loan to be completed in the form specified in Section 2.01(a)(iii)
above within 30 days of the Closing Date for purpose of their recording; provided, however, that
such Assignments of Mortgage need not be recorded if, on or prior to the Closing Date, the
Depositor delivers, at its own expense, an Opinion of Counsel (which must be Independent counsel)
acceptable to the Trustee, the Trust Administrator and the Rating Agencies, to the effect that
recording in such states is not required to protect the Trustee’s interest in the related Mortgage
Loans. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no
event more than 270 days thereafter except to the extent delays are caused by the applicable
recording office), the Depositor at its own expense and with the cooperation of the applicable
Servicer, shall cause to be properly recorded by each Servicer in each public recording office
where the related Mortgages are recorded each Assignment of Mortgage endorsed in the form described
in Section 2.01(a)(iii) above with respect to each such Mortgage Loan.



          (c) In instances where a title insurance policy is required to be delivered to the Trustee or
the applicable Custodian on behalf of the Trustee under Sections 2.01(a)(vi) or 2.01(a)(viii)(g)
above and is not so delivered, the Depositor will provide a copy of such title insurance policy to
the Trustee, or to a Custodian on behalf of the Trustee, as promptly as practicable after the
execution and delivery hereof, but in any case within 180 days of the Closing Date.



          (d) For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and
prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith
delivers to the Trustee, or to the related Custodian on behalf of the Trustee, an Officer’s
Certificate which shall include a statement to the effect that all amounts received in connection
with such prepayment that are required to be deposited in the Certificate Distribution Account
pursuant to Section 4.01 have been so deposited. All original documents that are not delivered to
the Trustee or the applicable Custodian on behalf of the Trustee shall be held by the Master
Servicer or the applicable Servicer in trust for the benefit of the Trustee and the
Certificateholders.



     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
applicable 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 applicable Custodian on
behalf of the Trustee in accordance with each Custodial Agreement (forms of which are attached
hereto as Exhibit D). Each Custodian on behalf of the Trustee will execute and deliver to the
Trustee and the Depositor an Initial Trust Receipt and Schedule of Exceptions, on the Closing Date
in the forms required by the related Custodial Agreement.



36









 





          (b) Within 270 days after the Closing Date, each 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 Section 2.01 have been received and appear on their face
to conform with the requirements set forth in the related Custodial Agreement.



          (c) Nothing in this Agreement shall be construed to constitute an assumption by the Trust
Fund, the Trustee, any 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 each Custodian shall perform the applicable
review of the related Mortgage Loans and respective certifications as provided in the related
Custodial Agreement.



          (e) Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the
Trustee acknowledges receipt of the Acknowledgements, together with the related Purchase
Agreements, Servicing Agreements 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, and to the Master Servicer and the Trust Administrator 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;



               (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, the Master Servicer and the Trust
Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it
in accordance with its terms except as such enforceability may be subject



37









 




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 of record 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 a valid and continuing security interest (as defined in the
applicable Uniform Commercial Code (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 Loans 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;



38









 





               (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.



     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 Breach; Repurchase or Substitution of Mortgage Loans.



          (a) Pursuant to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the
Seller has made certain representations and warranties as to the characteristics of the Mortgage
Loans as of the Closing Date, including representations and warranties that no Mortgage Loan is a
“high-cost home loan” as defined under any local, state, or federal laws, and each of the Depositor
and the Trustee intend that the Mortgage Loans (including any Replacement 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 such rights against the Seller 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 such representations and warranties set forth in Section 2(b)
and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee
Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall
continue throughout the term of this Agreement. Upon (i) discovery or receipt by the Depositor of
written notice of any materially defective document in a related Trustee Mortgage File or,
following the date of delivery to the Trustee and the Trust Administrator of a Custodian’s Final
Trust Receipt as required under any Custodial Agreement, that a document is missing from a related
Trustee Mortgage File, or (ii) 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 such 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 Trust Administrator and the
other of such parties), the Trust Administrator, or its designee, shall promptly notify the
Depositor in writing of such defective or missing document or breach and request that the Depositor
deliver such missing document or cure or cause the cure of such defect or breach within 90 days from the date that the Depositor discovered or was notified of such
missing document, defect or breach, and if the Depositor does not deliver such missing document or
cure such defect or breach in all material respects during such period, the Trust Administrator
shall give the Trustee written notice thereof and the Trustee shall enforce the Seller’s obligation
under the Mortgage Loan Purchase and Sale Agreement and cause the Seller to repurchase such
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, if the Seller shall have commenced to cure such breach within such 90-day
period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to



39









 




cure the same within an additional 90-day period. The Purchase Price for the repurchased Mortgage Loan
shall be deposited in the related Certificate Distribution Account, and the Trustee, or the
Custodian on behalf of the Trustee, upon receipt of written certification from the Trust
Administrator of such deposit, shall release to the Seller, the related Trustee Mortgage File and
the Trustee shall execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranties, as either party shall furnish to it and as shall be
necessary to vest in such party any Mortgage Loan released pursuant hereto and neither the Trustee
nor the Custodian shall have any 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). In lieu of repurchasing any such Mortgage Loan as
provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in
which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage
Loans in the manner and subject to the limitations set forth in Section 2.04(b) below. It is
understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute
for) any Mortgage Loan as to which a document is missing, a material defect in a constituent
document exists or as to which such a breach has occurred and is continuing shall constitute the
sole remedy against the such party respecting such omission, defect or breach available to the
Trustee on behalf of the Certificateholders.




          (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to
Section 2.04(a) above must be effected prior to the last Business Day that is within two years
after the Closing Date. As to any Deleted Mortgage Loan for which the Seller substitutes a
Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the
applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the
related Mortgage Note, the related Mortgage, the related Assignment of Mortgage to the Trustee, and
such other documents and agreements, with all necessary endorsements thereon, together with an
Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition
thereof and specifying the Substitution Amount (as described below), if any, in connection with
such substitution. The applicable Custodian shall acknowledge receipt for such Replacement
Mortgage Loan and, within 45 days thereafter, shall review such Mortgage Documents as specified in
the related Custodial Agreement and deliver to the Trustee, the Trust Administrator and the
Depositor, with respect to such Replacement Mortgage Loans, a certification substantially in the
form of a revised Trust Receipt, with any exceptions noted thereon. Within one year of the date of
substitution, each applicable Custodian shall deliver to the Trustee and the Depositor a
certification substantially in the form of a revised Final Trust Receipt, with respect to such
Replacement Mortgage Loans for which it acts as Custodian, with any exceptions noted thereon.
Monthly Payments due with respect to Replacement Mortgage Loans in the month of substitution shall not be included as
part of the Trust Fund and shall be retained by the Seller. For the month of substitution,
distributions to the Certificateholders shall reflect the collections and recoveries in respect of
such Deleted Mortgage in the Due Period preceding the month of substitution and the Seller shall
thereafter be entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan shall constitute part of the
Trust Fund and shall be subject in all respects to the terms of this Agreement and the Mortgage
Loan Purchase and Sale Agreement, including all representations and warranties thereof included in
the Mortgage Loan Purchase and Sale Agreement, in each case as of the date of substitution.



40









 





     For any month in which the Seller substitutes one or more Replacement Mortgage Loans for one
or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a
“Substitution Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage
Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans replacing
such Deleted Mortgage Loans, together with one month’s interest on such excess amount at the
applicable Net Mortgage Rate. On the date of such substitution, the Seller, as applicable, shall
deliver or cause to be delivered to the Servicer for deposit in the Custodial Account an amount
equal to the related Substitution Amount, if any, and the applicable Custodian, on behalf of the
Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and receipt by the Trustee
or the Custodian, on behalf of the Trustee, of certification by the Servicer of such deposit, shall
release to the Seller the related Trustee Mortgage File or Files and the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without recourse, as the Seller
shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.



     In addition, the Seller shall obtain at its own expense and deliver to the Trustee and the
Trust Administrator an Opinion of Counsel to the effect that such substitution (either specifically
or as a class of transactions) shall not cause an Adverse REMIC Event. If such Opinion of Counsel
can not be delivered, then such substitution may only be effected at such time as the required
Opinion of Counsel can be given.



          (c) Upon discovery by the Seller, the Depositor, the Trust Administrator, the Master Servicer
or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days
give written notice thereof to the other parties. In connection therewith, the applicable party
shall repurchase or, subject to the limitations set forth in Section 2.04(b), substitute one or
more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of
discovery or receipt of such notice with respect to such affected Mortgage Loan. Any such
repurchase or substitution shall be made in the same manner as set forth in Section 2.04(a) above.
The Trustee shall re-convey to the Seller the Mortgage Loan to be released pursuant hereto in the
same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for
breach of a representation or warranty.



          (d) The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Trust
Administrator, 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 Master Servicer, the Trust Administrator, the Depositor and any
Certificateholder may sustain in connection with any actions of such party 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.



     Section 2.05. [Reserved.]



     Section 2.06. Grant Clause.



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          (a) It is intended 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.
However, if such conveyance is deemed to be in respect of a loan, it is intended that: (1) the
rights and obligations of the parties shall be established pursuant to the terms of this Agreement;
(2) the Depositor hereby grants to the Trustee for the benefit of the Holders of the Certificates a
first priority security interest in all of the Depositor’s right, title and interest in, to and
under, whether now owned or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the Certificates; and (3) this Agreement
shall constitute a security agreement under applicable law. If such conveyance is deemed to be in
respect of a loan and the trust created by this Agreement terminates prior to the satisfaction of
the claims of any Person holding any Certificate, the security interest created hereby shall
continue in full force and effect and the Trustee shall be deemed to be the collateral agent for
the benefit of such Person, and all proceeds shall be distributed as herein provided.



          (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 Mortgage Loans and the other property described above, such security interest would
be deemed to be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. 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 or lien on the Mortgage Loans,
including without limitation (x) continuation statements, and (y) such other statements as may be
occasioned by (1) any change of name of the Seller, the Depositor or the Trustee, (2) any change of
location of the place of business or the chief executive office of the Seller or the Depositor, (3)
any transfer of any interest of the Seller or the Depositor in any Mortgage Loan or (4) 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 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).



     On or before March 1 of each calendar year, beginning in 200_, the Depositor shall furnish to
the Trustee and the Trust Administrator an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to any filings necessary to maintain the
effectiveness of any original filings necessary under the relevant UCC to perfect the



42









 




Trustee’s security interest in or lien on the Mortgage Loans, or stating that, in the opinion of such
counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain such lien and
security interest until March 1 in the following calendar year.




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 Uniform Commercial Code. The Certificates will be evidenced
by one or more certificates, beneficial ownership of which will be held in the minimum
denominations in Certificate 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.



          (b) The Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized officer. Each Certificate shall, on original issue, be authenticated by
the Authenticating Agent upon the order of the Depositor upon receipt by the Trustee, or the
Custodian on behalf of the Trustee, of the Trustee Mortgage Files 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. At any time and from time to time
after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed
by the Trustee to the Authenticating Agent for authentication and the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided and not otherwise.



          (c) The Class [     ], Class [     ] and Class [     ] Certificates offered and sold in reliance on
the exemption from registration under Rule 144A under the Securities Act shall be issued initially
in definitive, fully registered form without interest coupons with the applicable legends set forth
in Exhibit A added to the forms of such Certificates (each, a “Restricted Global Security”).



     Section 3.02. Registration. The Trust Administrator is hereby appointed, and the Trust
Administrator 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 Trust Administrator and the



43









 




appointment of a successor trust administrator. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders, the Trustee, the Trust Administrator and the Master
Servicer, 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 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
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.



          (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



44









 




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 of 1933, as amended (the “Act”) by a transferor
that has provided the Certificate Registrar with a certificate in the form of Exhibit H 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 I hereto.



          (d) 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 J 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, the Master
Servicer, the Depositor or the Trust Administrator 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 J. 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, the Master Servicer, the Depositor or the Trust Administrator.



     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 none of the Trust Administrator, the Trustee or 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 Trust Administrator, on
behalf of the Trust Fund, 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 a Plan any
payments made on such ERISA-Restricted Certificate at and after either such time. Any such
payments so recovered by the Trust Administrator, on behalf of the Trust Fund, shall be paid and
delivered by the Trust Administrator, on behalf of the Trust Fund, to the last preceding Holder of
such Certificate that is not such a Plan or Person acting on behalf of a Plan.



45









 





          (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 Trustee and the Certificate
Registrar 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 Trustee and 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 Trustee and the Certificate Registrar, 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 Depositor, 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 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 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



46









 




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.




     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 of written notice to the
Trustee or the Certificate Registrar 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).



          (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.



     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 Certificate Registrar.



     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 Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Depositor, the Trustee or 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
Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee, 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 Trust Fund, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.




47










 






     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 Master Servicer, the Trustee, the Certificate Registrar, the Paying Agent, the Trust
Administrator 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 neither the Depositor, the Master Servicer, the Trustee, the Certificate Registrar,
the Paying Agent, the Trust Administrator nor 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 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.




     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 the Trust
Administrator as the initial Paying Agent. The Trustee shall cause any Paying Agent, other than
the Trust Administrator, to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee and the Trust Administrator 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 Certificate Distribution Account) in trust for the benefit of the



48









 







Certificateholders entitled thereto until such sums shall be paid to the Certificateholders.
All funds remitted by the Trustee or the Trust Administrator 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 or the Trust
Administrator, as applicable. If the Paying Agent is not the Trust Administrator, the Trust
Administrator shall cause to be remitted to the Paying Agent on or before the Business Day prior to
each Distribution Date, by wire transfer in immediately available funds, the funds to be
distributed on such Distribution Date. 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, the Trust Administrator 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 Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency.




          (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


49









 







           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 requesting the same.
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. Neither the Depositor, the Certificate
Registrar, the Trust Administrator nor 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. Notwithstanding the foregoing, the Certificate
Registrar, upon the instruction of the Depositor, shall have the right to issue Definitive
Certificates on the Closing Date in connection with credit enhancement programs.




ARTICLE IV.




ADMINISTRATION OF THE TRUST FUND




     Section 4.01. Custodial Accounts; Certificate Distribution Account.



          (a) On or prior to the Closing Date, the Master Servicer shall have caused the Servicers to
establish and maintain one or more Custodial Accounts, as provided in the related Servicing
Agreements, into which all Scheduled Payments and unscheduled payments with respect to the Mortgage
Loans, net of any deductions or reimbursements permitted under the related Servicing Agreement,
shall be deposited. On each Servicer Remittance Date, the Servicers shall remit to the Trust
Administrator for deposit into the Certificate Distribution Account, all amounts so required to be
deposited into such account in accordance with the terms of the related Servicing Agreement.




          (b) The Trust Administrator, as Paying Agent, shall establish and maintain an Eligible Account
entitled “[                                        ], as Trustee for the benefit of [                                        ]”. The
Trust Administrator shall provide timely and adequate notification to the Depositor and the Rating
Agencies of any change in the depository institution or trust company at which the Certificate
Distribution Account is maintained. The Trust Administrator shall, promptly upon receipt from the
Servicers on each Servicer Remittance Date, deposit into the Certificate Distribution Account and
retain on deposit until the related Distribution Date the following amounts:




50









 








               (i) the aggregate of collections with respect to the Mortgage Loans remitted by the Servicers
from the related Custodial Accounts in accordance with the Servicing Agreements;



               (ii) any amounts required to be deposited by the Master Servicer with respect to the Mortgage
Loans for the related Due Period pursuant to this Agreement, including the amount of any Monthly
Advances or Compensation Interest Payments with respect to the Mortgage Loans not paid by the
Servicers; and



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



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




          (d) On each Distribution Date and final Distribution Date of the Certificates in accordance
with Section 7.01, the Trust Administrator, as Paying Agent, shall distribute the Available Funds
to the Certificateholders and any other parties entitled thereto in the amounts and priorities set
forth in Section 5.02. The Trust Administrator may from time to time withdraw from the Certificate
Distribution Account and pay the Master Servicer, the Trustee, the Trust Administrator or any
Servicer any amounts permitted to be paid or reimbursed to such Person from funds in the
Certificate Distribution Account pursuant to this Agreement.




          (e) Funds in the Certificate Distribution Account may be invested in Permitted Investments
selected by and at the written direction of the Master Servicer, which shall mature not later than
one Business Day prior to the Distribution Date (except that if such Permitted Investment is an
obligation of the Master Servicer, then such Permitted Investment shall mature not later than such
applicable Distribution Date) and any such Permitted Investment shall not be sold or disposed of
prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee (in
its capacity as such) or its nominee. All income and gain realized from any Permitted Investment
shall be for the benefit of the Master Servicer, as compensation for its duties hereunder, and
shall be subject to its withdrawal or order from time to time, and shall not be part of the Trust
Fund. The amount of any losses incurred in respect of any such investments shall be deposited in
such Certificate Distribution Account by the Master Servicer out of its own funds, without any
right of reimbursement therefor, immediately as realized.




     Section 4.02. [Reserved].



     Section 4.03. [Reserved].



     Section 4.04. Reports to Trustee and Certificateholders.



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     On each Distribution Date, the Trust Administrator shall have prepared and shall make
available to the Trustee and each Certificateholder a written report setting forth the following
information (on the basis of Mortgage Loan level information obtained from the Master Servicer and
the Servicers) (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 the 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 the clause (a) allocable to interest and how
it was calculated;




          (d) the amount of any unpaid Interest Shortfall (if applicable) and the related accrued
interest thereon, with respect to each Class of Certificates;




          (e) the Class Principal Amount of each Class of Certificates 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), the Net WAC, the weighted average life and the weighted average remaining term
of the Mortgage Loans, at the beginning and at the end of the related Prepayment Period;




          (g) the Stated Principal Balance of the Mortgage Loans whose Mortgage Rates adjust on the
basis of the one-year LIBOR index and the one-year CMT index at the end of the related Prepayment
Period;




          (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 Master Servicing Fee and the Servicing Fee paid to or retained by the
Master Servicer and by each Servicer, respectively, and the amount of any fees paid to the Trust
Administrator and the Custodians;




          (k) the amount of Monthly 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;




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




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




     On each Distribution Date, the Trust Administrator 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 Trust Administrator 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 Trust Administrator shall make such reports available each month via the Master Servicer’s
website at http://www.ctslink.com. Assistance in using the website may be obtained by calling the
Master Servicer’s customer service desk at (301) 815-6600. 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 Trust Administrator and indicating such. In preparing or furnishing the
foregoing information to the Trustee, the Trust Administrator 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 Trust Administrator by the Master Servicer and
the Servicers, and the Trust Administrator shall not be obligated to verify, recompute, reconcile
or recalculate any such information or data.



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     Upon request, within a reasonable period of time after the end of each calendar year, the
Trust Administrator 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 Trust Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trust Administrator 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, which request, if received by the Trustee or the Certificate
Registrar, shall be promptly forwarded to the Trust Administrator, the Trust Administrator shall
provide, or cause to be provided (or, to the extent that such information or documentation is not
required to be provided by a Servicer under the applicable Servicing Agreement, shall use
reasonable efforts to obtain such information and documentation from such 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 the Trust Administrator
shall be entitled to be reimbursed by such Certificateholders for the Trust Administrator’s actual
expenses incurred in providing such reports and access.



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 Trust Administrator or the Paying Agent 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 Trust Administrator at least five Business Days prior to the
related Record Date by any Certificateholder owning an aggregate initial Certificate Amount of at
least $1,000,000, or in the case of a 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 Residual Certificate will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect 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 Certificate Registrar’s Corporate Trust Office. If any
payment required to be




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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).




     Section 5.02. Distributions from the Certificate Distribution Account.



     (a) On each Distribution Date, the Available Funds shall be withdrawn by the Trust
Administrator from the Certificate Distribution Account and allocated among the Classes of Senior
Certificates and Subordinate Certificates in the following order of priority:



     [To be provided as applicable]



               (i) [first, concurrently, to the Class [ ], Class [ ], Class [ ] and Class [ ]
Certificates, an amount allocable to interest equal to the Interest Distribution Amount for such
Distribution Date, any shortfall being allocated pro rata among such Classes based on the Interest
Distribution Amount that would have been distributed in the absence of such shortfall;



               (ii) second, from the Available Funds remaining after giving effect to the distributions
pursuant to Section 5.02(a)(i) above, the Senior Principal Distribution Amount, as principal,
sequentially, as follows:



first, to the Class [ ] and Class [ ] Certificates, pro rata, based on their
respective Class Principal Amounts immediately prior to such Distribution Date,
until their respective Class Principal Amounts have been reduced to zero; and



second, the Senior Principal Distribution Amount for that Distribution Date remaining
after making distributions pursuant to clause (A) above, to the Class [ ] and
Class [ ] Certificates, pro rata, based on their respective Class Principal
Amounts immediately prior to such Distribution Date, until their respective Class
Principal Amounts have been reduced to zero;



               (iii) third, from the Available Funds remaining after giving effect to the distributions
pursuant to Section 5.02(a)(ii), subject to Section 5.02(c), to the following Classes in the
following order of priority:



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



55









 








to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



to the Class [ ] Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;



to the Class [ ] Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date, until the Class Principal Amount
of the Class [ ] Certificates has been reduced to zero;



sequentially, to the Class [ ], Class [ ], Class [ ], Class [ ], Class [ ],
Class [ ] and Class [ ] Certificates, in that order, up to an amount of Net
Realized Losses for such Class, if any, provided, however, that any distribution
pursuant to this Section 5.02(a)(iii)(O) shall not result in a further reduction
of the Class Principal Amount of any Class of Subordinate Certificates; and



to the Class [ ] Certificates, any remaining Available Funds (to the
extent such amount is held by the Lower-Tier REMIC), or to the Class [ ]
Certificates, any remaining Available Funds (to the extent such amount is held by
the Upper-Tier REMIC).



56









 








          (b) On each Distribution Date, the amount referred to in clause (i) of the definition of
Interest Distribution Amount for such Distribution Date for each Class of Certificates shall be
reduced by the Trust Administrator by the related Class’s pro rata share (based on the amount of
the Interest Distribution Amount for each such Class before reduction pursuant to this Section
5.02(b)) of (i) Net Prepayment Interest Shortfalls for such Distribution Date and (ii) (A) after
the Special Hazard Coverage Termination Date that was the subject of a [Special Hazard Loss] during
the prior calendar month, the excess of one month’s interest at the related Net Mortgage Rate on
the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount
of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B)
after the Bankruptcy Coverage Termination Date that became subject to a [Bankruptcy Loss] during
the prior calendar month, the interest portion of the related Debt Service Reduction or Deficient
Valuation, (C) each Relief Act Reduction incurred during the prior calendar month and (D) after the
[Fraud Loss] Coverage Termination Date with respect to each Mortgage Loan that became a Fraud Loan
during the prior calendar month the excess of one month’s interest at the related Net Mortgage Rate
on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the
amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such
month.




          (c) With respect to each Class of Subordinate Certificates, if on any Distribution Date the
related Subordination Level of such Class is less than the Original Subordination Level, no
distribution of Principal Prepayments will be made to any Class or Classes of Subordinate
Certificates junior to such Class (the “Restricted Classes”), and the amount otherwise
distributable to the Restricted Classes in respect of such Principal Prepayments will be allocated
among the remaining Classes of Subordinate Certificates, pro rata, based upon their respective
Class Principal Amounts.




          (d) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any Optional
Termination in excess of the Par Value to the holders of the Class [ ] Certificates.]




     Section 5.03. Allocation of Losses; Subsequent Recoveries.



          (a) On or prior to each Distribution Date, the Master Servicer shall aggregate the information
provided by each Servicer with respect to the total amount of Realized Losses experienced on the
Mortgage Loans for the related Distribution Date.




          (b) Realized Losses on the Mortgage Loans incurred during a calendar month shall be allocated
by the Trust Administrator to the Classes of Certificates on the Distribution Date in the next
calendar month as follows:




               (i) [To be provided as applicable]; and



               (ii) [Excess Loss]es in respect of principal shall be allocated among all Certificates, pro
rata based on their respective Class Principal Amounts.



          (c) On each Distribution Date, if the aggregate Class Principal Amount of the Certificates
exceeds the Aggregate Stated Principal Balance (after giving effect to distributions




57









 







of principal and the allocation of all losses to such Certificates on such Distribution Date),
such excess will be deemed a principal loss and will be allocated by the Trust Administrator to the
most junior Class of Senior Certificates then outstanding (beginning with the Class [ ]
Certificates).




          (d) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class
Principal Amount of a Class of Certificates pursuant to Section 5.03(c) shall be allocated by the
Trust Administrator among the Certificates of such Class in proportion to their respective
Certificate Amounts.




          (e) Any allocation by the Trust Administrator of Realized Losses to a Certificate or any
reduction in the Certificate Amount of a Certificate pursuant to Section 5.03(c) shall be
accomplished by reducing the Certificate Amount thereof, immediately following the distributions
made on the related Distribution Date in accordance with the definition of “Certificate Amount.”




          (f) With respect to any Class of Certificates to which a Realized Loss or Applied Loss Amount,
as applicable, has been allocated (including any such Class for which the related Class Principal
Amount has been reduced to zero), the Class Principal Amount of such Class will be increased, up to
the amount of related Recoveries for such Distribution Date as follows:




               (i) first, the Class Principal Amount of each Class of Senior Certificates will be increased,
pro rata, up to the amount of Net Recovery Realized Losses for each such Class; and



               (ii) second, the Class Principal Amount of each Class of Subordinate Certificates will be
increased in order of seniority (beginning with the Class [ ] Certificates), up to the amount of
Net Recovery Realized Losses for each such Class.



          (g) Any increase to the Class Principal Amount of a Class of Certificates shall increase the
Certificate Amount of the related Class pro rata in accordance with the Percentage Interest of such
Certificate.




     Section 5.04. Advances by Master Servicer.



     If any Servicer fails to remit any Monthly Advance required to be made under the applicable
Servicing Agreement, the Master Servicer shall itself make, or shall cause the successor Servicer
to make, such Monthly Advance. If the Master Servicer determines that a Monthly Advance is
required, it shall on the second Business Day preceding the related Distribution Date immediately
following such Determination Date remit to the Trust Administrator from its own funds (or funds
advanced by the applicable Servicer) for deposit in the Certificate Distribution Account
immediately available funds in an amount equal to such Monthly Advance. The Master Servicer and
each Servicer shall be entitled to be reimbursed for all Monthly Advances made by it.
Notwithstanding anything to the contrary herein, in the event the Master Servicer determines in its
reasonable judgment that an Monthly Advance is non-recoverable, the Master Servicer shall be under
no obligation to make such Monthly Advance. If the Master Servicer determines that a Monthly
Advance is non-recoverable, it shall, on or prior



58









 







to the related Distribution Date, deliver an Officer’s Certificate to the Trustee and the
Trust Administrator to such effect.



     Section 5.05. Compensating Interest Payments. The amount of the aggregate Master Servicing Fees
payable to the Master Servicer in respect of any Distribution Date shall be reduced (but not below
zero) by the amount of any Compensating Interest Payment for such Distribution Date, but only to
the extent that Prepayment Interest Shortfalls relating to such Distribution Date are required to
be paid but not actually paid by the Servicers. Such amount shall not be treated as a Monthly
Advance and shall not be reimbursable to the Master Servicer.



     Section 5.06. [Reserved].



ARTICLE VI.




CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR; EVENTS OF DEFAULT




     Section 6.01. Duties of Trustee and the Trust Administrator.



          (a) The Trustee, except during the continuance of an Event of Default and the Trust
Administrator undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement. Any permissive right of the Trustee or the Trust Administrator provided for in
this Agreement shall not be construed as a duty of the Trustee or the Trust Administrator. If an
Event of Default has occurred and has not otherwise been cured or waived, the Trustee or the Trust
Administrator 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, except in the case that the Trustee
is acting as Master Servicer, in which case it shall use the same degree of care and skill as the
Master Servicer hereunder.




          (b) Each of the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to
the Trustee or the Trust Administrator 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 neither the Trustee nor the Trust Administrator
shall be responsible for the accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument furnished by the Master Servicer or any
Servicer to the Trustee or the Trust Administrator pursuant to this Agreement, and shall not be
required to recalculate or verify any numerical information furnished to the Trustee or the Trust
Administrator pursuant to this Agreement. 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 or the
Trust Administrator, as applicable, 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 or the Trust
Administrator’s satisfaction, the Trustee or the Trust Administrator will provide notice thereof to
the Certificateholders and will, at the expense of the Trust Fund, which expense shall be
reasonable given the scope and nature of the required action, take such further action as directed
by the Certificateholders.




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          (c) Neither the Trustee nor the Trust Administrator shall have any liability arising out of or
in connection with this Agreement, except for its negligence or willful misconduct.
Notwithstanding anything in this Agreement to the contrary, neither the Trustee nor the Trust
Administrator shall be liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, but not limited to, lost profits). No provision of this Agreement shall be
construed to relieve the Trustee or the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct; provided, however, that:




               (i) Neither the Trustee nor the Trust Administrator shall 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 Master Servicer to furnish
information to the Trustee 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) For all purposes under this Agreement, the Trust Administrator shall not be deemed to
have notice of any Event of Default (other than resulting from a failure by the Master Servicer to
furnish information to the Trust Administrator when required to do so) unless a Responsible Officer
of the Trust Administrator has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trust Administrator at the address provided in Section
11.07, and such notice references the Holders of the Certificates and this Agreement;



               (iv) No provision of this Agreement shall require the Trustee or the Trust Administrator 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 none of the provisions contained in this
Agreement shall in any event require the Trustee or the Trust Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the Master Servicer under
this Agreement;



               (v) Neither the Trustee nor the Trust Administrator (unless acting in such capacity) shall be
responsible for any act or omission of the Master Servicer, the Depositor, the Seller, the
Authenticating Agent, the Paying Agent, the Certificate Registrar or any Custodian.



          (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 applicable 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




60









 




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) Neither the Trustee nor the Trust Administrator shall 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 the Trust Administrator or
exercising any trust or power conferred upon the Trustee or the Trust Administrator, as applicable,
under this Agreement.




          (f) Neither the Trustee nor the Trust Administrator shall 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 or the Trust Administrator, as applicable, to perform, or be responsible for the manner
of performance of, any of the obligations of the Master Servicer or any Servicer under this
Agreement or any 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 Master Servicer
in accordance with the terms of this Agreement.




          (g) The Trustee shall not be held liable by reason of any insufficiency in the Certificate
Distribution Account resulting from any investment loss on any Permitted Investment included
therein (except to the extent that the Trustee is the obligor and has defaulted thereon).




          (h) Except as otherwise provided herein, neither the Trustee nor the Trust Administrator shall
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 Certificate Distribution Account, or (D) to confirm or
verify the contents of any reports or certificates of the Master Servicer or any Servicer delivered
to the Trustee or the Trust Administrator pursuant to this Agreement believed by the Trustee or the
Trust Administrator, as applicable, to be genuine and to have been signed or presented by the
proper party or parties.




          (i) Neither the Trust Administrator nor the Trustee shall 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 or the Trust Administrator, as applicable, unless it shall be proved that the Trustee
or the Trust Administrator, as applicable, was negligent in ascertaining the pertinent facts.




61









 








          (j) Notwithstanding anything in this Agreement to the contrary, neither the Trust
Administrator nor the Trustee shall 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
or the Trust Administrator, as applicable, has been advised of the likelihood of such loss or
damage and regardless of the form of action.




          (k) Neither the Trust Administrator nor the Trustee shall be responsible for the acts or
omissions of the other, it being understood that this Agreement shall not be construed to render
them agents of one another.




     Section 6.02. Certain Matters Affecting the Trustee and the Trust Administrator.



     Except as otherwise provided in Section 6.01:



               (i) Each of the Trustee and the Trust Administrator 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) Each of the Trustee and the Trust Administrator 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) Neither the Trustee nor the Trust Administrator shall 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, neither the Trustee nor
the Trust Administrator shall 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; provided, however, that, if the
payment within a reasonable time to the Trustee or the Trust Administrator, as applicable, 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 or the Trust Administrator, as applicable, not reasonably assured to
the Trustee or the Trust Administrator by the security afforded to it by the terms of this
Agreement, the Trustee or the Trust Administrator, as applicable, may require reasonable indemnity
against such expense or liability or payment of such estimated expenses from the Certificateholders
as a condition to proceeding. The reasonable expense thereof shall be paid by the party requesting
such investigation and if not reimbursed by the requesting party shall be reimbursed by the Trust
Fund to the Trustee or the Trust Administrator, as applicable;



               (v) Each of the Trustee and the Trust Administrator 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



62









 







the rights, powers, duties and obligations of the Trustee and the Trust Administrator
conferred on them by such appointment, provided that each of the Trustee and the Trust
Administrator shall continue to be responsible for its duties and obligations hereunder to the
extent provided herein, and provided further that neither the Trustee nor the Trust Administrator
shall be responsible for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by the Trustee or the Trust Administrator, as applicable;



               (vi) Neither the Trustee nor the Trust Administrator shall 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 or the Trust Administrator, as applicable,
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby;



               (vii) The right of the Trustee and the Trust Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the
Trust Administrator shall be answerable for other than its negligence or willful misconduct in the
performance of such act; and



               (viii) Neither the Trustee nor the Trust Administrator shall be required to give any bond or
surety in respect of the execution of the Trust Fund created hereby or the powers granted
hereunder.



     Section 6.03. Trustee and Trust Administrator Not Liable for Certificates.



     The Trustee and the Trust Administrator make no representations as to the validity or
sufficiency of this Agreement or of the Certificates (other than the certificate of authentication
on the Certificates, if signed by such party) or of any Mortgage Loan, or related document save
that the Trustee and the Trust Administrator represent 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 Trustee and the Trust Administrator shall not be accountable for the use or
application by the Depositor of funds paid to the Depositor in consideration of the assignment of
the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds
deposited into the Certificate Distribution Account or any other fund or account maintained with
respect to the Certificates. The Trustee and the Trust Administrator 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. Except as otherwise
provided herein, the Trustee and the Trust Administrator 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.



     Section 6.04. Trustee and the Trust Administrator May Own Certificates.



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     The Trustee and the Trust Administrator and any Affiliate or agent of either of them 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, Trust Administrator or such agent.



     Section 6.05. Eligibility Requirements for Trustee and Trust Administrator.



     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
Master Servicer or any 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.



     The Trust Administrator hereunder shall at all times (i) be an institution authorized to
exercise corporate trust powers under the laws of its jurisdiction of organization, (ii) be rated
at least “A/F1” by Fitch, or if not rated by Fitch, the equivalent rating by S&P or Moody’s and
(iii) not be an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor, or an
Affiliate of the Depositor unless the Trust Administrator is in an institutional trust department
of the Trust Administrator.



     Section 6.06. Resignation and Removal of Trustee and the Trust Administrator.



          (a) Each of the Trustee and the Trust Administrator may at any time upon 60 days’ written
notice to the Trustee or the Trust Administrator, as applicable, the Depositor and the Master
Servicer, resign and be discharged from the trust hereby created. Upon receiving such notice of
resignation, the Depositor will promptly appoint a successor trustee or a successor trust
administrator, as applicable, by written instrument, one copy of which instrument shall be
delivered to the resigning Trustee or resigning Trust Administrator, as applicable, one copy to the
successor trustee or successor trust administrator, as applicable, and one copy to the Master
Servicer. If no successor trustee or successor trust administrator shall have been so appointed
and shall have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee or resigning Trust Administrator, as applicable, may petition any court of
competent jurisdiction for the appointment of a successor trustee or successor trust administrator,
as applicable. In the case of any such resignation by the Trust Administrator, if no successor
trust administrator shall have been appointed and shall have accepted appointment within 60 days
after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 6.06,
then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement.
The Trustee shall notify the Rating Agencies of any change of Trust Administrator.




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          (b) If at any time (i) the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign after written request
therefor by the Depositor, (ii) the Trust Administrator shall fail 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 Trust Administrator by the Trustee or the Depositor, (iii) the
Trust Administrator fails to provide an assessment of compliance or an attestation report required
under Section 6.23 within 15 calendar days of March 1 of each calendar year in which Exchange Act
reports are required or (iv) the Trustee or the Trust Administrator shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Trust
Administrator of its property shall be appointed, or any public officer shall take charge or
control of the Trustee or the Trust Administrator or of either of their property or affairs for the
purpose of rehabilitation, conservation or liquidation, (iv) 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, (v) the continued use of the Trustee or Trust Administrator would result in a
downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, then the
Depositor shall remove the Trustee or the Trust Administrator, as applicable, and the Depositor
shall appoint a successor trustee or successor trust administrator, as applicable, acceptable to
the Depositor or the Trustee by written instrument, one copy of which instrument shall be delivered
to the Trustee or Trust Administrator so removed, one copy each to the successor trustee or
successor trust administrator, as applicable, and one copy to the Master Servicer or (vi) the Trust
Administrator shall fail to deliver to the Depositor and the Sponsor the information or reports
required pursuant to Section 6.20(e) through (g) hereto.




          (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 or the Trust
Administrator, as applicable, and to the Depositor remove the Trustee or the Trust Administrator,
as applicable, 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 or Trust Administrator, as applicable and one copy to the Master Servicer; the Depositor
shall thereupon appoint a successor trustee or successor trust administrator, as applicable, in
accordance with this Section.




          (d) Any resignation or removal of the Trustee or the Trust Administrator, as applicable, and
appointment of a successor trustee or successor trust administrator pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor
trustee or the successor trust administrator, as applicable, as provided in Section 6.07.




     Section 6.07. Successor Trustee and Successor Trust Administrator.



          (a) Any successor trustee or successor trust administrator appointed as provided in Section
6.06 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee or
predecessor trust administrator, as applicable, (i) an instrument accepting such appointment
hereunder and (ii) the certification required pursuant to the first sentence of Section 6.20(e),
and thereupon the resignation or removal of the predecessor trustee or predecessor trust
administrator, as applicable, shall become effective and such successor trustee or successor trust
administrator, as applicable, without any further act, deed or conveyance,




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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 or trust administrator,
as applicable, herein. The predecessor trustee or predecessor trust administrator, as applicable,
shall deliver to the successor trustee (or assign to the Trustee its interest under each Custodial
Agreement, to the extent permitted thereunder) or successor trust administrator, as applicable, 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 or predecessor trust
administrator, as applicable, 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 or successor trust administrator, as applicable, all such rights, powers, duties and
obligations.




          (b) No successor trustee shall accept appointment as provided in this Section unless at the
time of such appointment such successor trustee shall be eligible under the provisions of Section
6.05.




          (c) Upon acceptance of appointment by a successor trustee or successor trust administrator, as
applicable, as provided in this Section, the predecessor trustee or predecessor trust
administrator, as applicable, shall mail notice of the succession of such trustee or trust
administrator, as applicable, 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 Master Servicer.




     Section 6.08. Merger or Consolidation of Trustee or the Trust Administrator.



     Any Person into which the Trustee or Trust Administrator may be merged or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the
Trustee or Trust Administrator shall be a party, or any Persons succeeding to the business of the
Trustee or Trust Administrator, shall be the successor to the Trustee or Trust Administrator
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, in the case of
the Trustee, such Person shall be eligible under the provisions of Section 6.05.



     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 Master Servicer that such




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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. The obligation of the Master Servicer
to make Monthly Advances pursuant to Section 5.04 hereof shall not be affected or assigned by the
appointment of a co-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 Master
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




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not prohibited by law, to do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee, co-trustee or custodian shall die, become
incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.




          (e) No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 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 shall pay the reasonable compensation of the co-trustees (which compensation
shall not reduce any compensation payable to the Trustee under such Section).




     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 the Trust
Administrator as initial Authenticating Agent, and the Trust Administrator 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 and the Depositor. The Trustee 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




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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 in accordance with
the provisions of this Agreement.




     Section 6.11. Indemnification of the Trustee and the Trust Administrator.



     The Trustee and the Trust Administrator and their respective directors, officers, employees
and agents shall be entitled to indemnification from the Depositor and the Trust Fund from amounts
on deposit in the Certificate Distribution Account (provided that the Trust Fund’s indemnification
under this Section 6.11 is limited by Section 4.01(d) for any loss, liability or expense
(including, without limitation, reasonable attorneys’ fees and disbursements, and, in the case of
the Trustee, in connection with each Custodial Agreement, including the reasonable compensation and
the expenses and disbursements of its agents or counsel), incurred without negligence or willful
misconduct on their part, arising out of, or in connection with, the acceptance or administration
of the trusts created hereunder or in connection with the performance of their duties hereunder
including the costs and expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided that:



               (i) with respect to any such claim, the Trustee or the Trust Administrator, as applicable,
shall have given the Depositor written notice thereof promptly after the Trustee, the Trust
Administrator, as applicable, shall have knowledge thereof;



               (ii) while maintaining control over its own defense, the Trustee or the Trust Administrator,
as applicable, 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 or the Trust Administrator, as
applicable, entered into without the prior consent of the Depositor, which consent shall not be
unreasonably withheld.



     The provisions of this Section 6.11 shall survive any termination of this Agreement and the
resignation or removal of the Trustee or the Trust Administrator, as applicable, and shall be
construed to include, but not be limited to any loss, liability or expense under any environmental
law.



     Section 6.12. Fees and Expenses of Trust Administrator and the Trustee.



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          (a) Compensation for the services of the Trust Administrator hereunder shall be paid from the
Master Servicing Fee. The Trust Administrator shall be entitled to all disbursements and
advancements incurred or made by the Trust Administrator in accordance with this Agreement
(including fees and expenses of its counsel and all persons not regularly in its employment),
except any such expenses arising from its negligence, bad faith or willful misconduct. [[
] shall act as Trust Administrator for so long as it is Master Servicer under
this Agreement.]




          (b) As compensation for its services hereunder, the Trustee shall be entitled to receive a
Trustee fee equal to $[                    ] per annum, which shall be paid by the Master Servicer pursuant to
a separate agreement between the Trustee and the Master Servicer. Any expenses incurred by the
Trustee shall be reimbursed in accordance with Section 6.11.




     Section 6.13. Collection of Monies.



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



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



          (a) The occurrence of any one or more of the following events shall constitute an “Event of
Default”:




               (i) Any failure by the Master Servicer to furnish the Trust Administrator the Mortgage Loan
data sufficient to prepare the reports described in Section 4.04 which continues unremedied for a
period of one Business Day after the date upon which written notice of such failure shall have been
given to such Master Servicer by the Trustee or the Trust Administrator or to such Master Servicer,
the Trust Administrator and the Trustee by the Holders of not less than 25% of the Class Principal
Amount (or Class Notional Amount) of each Class of Certificates affected thereby; or



               (ii) Any failure by the Master Servicer to deliver to the Depositor and the Sponsor the
information or reports required pursuant to Section 9.01(e) through (g) hereto;



               (iii) Any failure on the part of the Master Servicer duly to observe or perform in any
material respect any other of the covenants or agreements (other than those referred to in (viii)
and (ix) below) on the part of the Master Servicer contained in this Agreement which continues
unremedied for a period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or
the Trust Administrator, or to the Master Servicer, the Trust Administrator and the Trustee by the
Holders of more than 50% of the Aggregate Voting Interests of the Certificates (or in the case of a
breach of its obligation beyond any applicable cure to provide an assessment of compliance or an
attestation report pursuant to Section 9.12, for a period of 10 days); or



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               (iv) A decree or order of a court or agency or supervisory authority having jurisdiction for
the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master Servicer, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days or any Rating Agency
reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of
the financial condition or loan servicing capability of such Master Servicer; or



               (v) The Master Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities,
voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or
relating to all or substantially all of its property; or



               (vi) The Master Servicer shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its
obligations; or



               (vii) The Master Servicer shall be dissolved, or shall dispose of all or substantially all of
its assets, or consolidate with or merge into another entity or shall permit another entity to
consolidate or merge into it, such that the resulting entity does not meet the criteria for a
successor servicer as specified in Section 9.05 hereof; or



               (viii) If a representation or warranty set forth in Section 9.03 hereof shall prove to be
incorrect as of the time made in any respect that materially and adversely affects the interests of
the Certificateholders, and the circumstance or condition in respect of which such representation
or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on
which written notice of such incorrect representation or warranty shall have been given to the
Master Servicer by the Trustee or the Trust Administrator, or to the Master Servicer, the Trust
Administrator and the Trustee by the Holders of more than 50% of the Aggregate Voting Interests of
the Certificates; or



               (ix) A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment
of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master
Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without
the prior written consent of the Trustee and Certificateholders holding more than 50% of the
Aggregate Voting Interests of the Certificates; or



               (x) After receipt of notice from the Trustee or the Trust Administrator, any failure of the
Master Servicer to make any Monthly Advances when such Monthly Advances are due, which failure
continues unremedied for a period of one Business Day.



     If an Event of Default described in clauses (i) through (ix) of this Section 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 prescribed by this Section, the Trustee, by notice
in writing to the Master Servicer may, and, if so directed by Certificateholders evidencing



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more than 50% of the Class Principal Amount (or Class Notional Amount) of each Class of
Certificates, or upon the occurrence of an Event of Default described in clause (x) of this
Section, shall, terminate all of the rights and obligations of the Master Servicer
hereunder and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by
the Master Servicer of such written notice, all authority and power of the Master Servicer, and
only in its capacity as Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall, subject to Sections 6.14(b) and (c) hereof, pass to and be vested in the
Trustee; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the defaulting Master Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The defaulting Master
Servicer agrees to cooperate with the Trustee and the Trust Administrator in effecting the
termination of the defaulting Master Servicer’s responsibilities and rights hereunder as Master
Servicer including, without limitation, notifying Servicers of the assignment of the master
servicing function and providing the Trustee or its designee all documents and records in
electronic or other form reasonably requested by it to enable the Trustee or its designee to assume
the defaulting Master Servicer’s functions hereunder and the transfer to the Trustee for
administration by it of all amounts which shall at the time be or should have been deposited by the
defaulting Master Servicer in the Certificate Distribution Account and any other account or fund
maintained with respect to the Certificates or thereafter received with respect to the Mortgage
Loans. The Master Servicer being terminated (unless the predecessor Master Servicer is the
Trustee, in which event the previous Master Servicer shall be responsible for such costs so long as
the transfer of servicing is not the result of an Event of Default on the part of the Trustee in
its capacity as the predecessor Master Servicer) shall bear all costs of a master servicing
transfer, including but not limited to those of the Trustee or Trust Administrator reasonably
allocable to specific employees and overhead, legal fees and expenses, accounting and financial
consulting fees and expenses, and costs of amending this Agreement, if necessary.



     Notwithstanding the termination of its activities as Master Servicer, each terminated Master
Servicer shall continue to be entitled to reimbursement under this Agreement to the extent such
reimbursement relates to the period prior to such Master Servicer’s termination.



     If any Event of Default shall occur, the Trustee, upon a Responsible Officer thereof becoming
aware of the occurrence thereof, shall promptly notify the Trust Administrator and each Rating
Agency of the nature and extent of such Event of Default. The Trustee or the Trust Administrator
shall immediately give written notice to the Trustee and the Master Servicer upon the Master
Servicer’s failure to make Monthly Advances as required under this Agreement.



          (b) On and after the time the Master Servicer receives a notice of termination from the
Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 9.06, the Trustee, unless another master
servicer shall have been appointed, shall be the successor in all respects to the Master Servicer
in its capacity as such under this Agreement and the transactions set forth or provided for herein
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 Master Servicer hereunder,
including the obligation to make Monthly Advances in accordance with




72









 




Section 5.04; provided, however, that any failure to perform such duties or responsibilities
caused by the Master Servicer’s failure to provide information required by this Agreement shall not
be considered a default by the Trustee hereunder. In addition, the Trustee shall have no
responsibility for any act or omission of the Master Servicer prior to the issuance of any notice
of termination and shall have no obligation under Sections 6.21, 9.11 or 9.12 with respect to any
period during which the Trustee was not the Master Servicer. The Trustee shall have no liability
relating to the representations and warranties of the Master Servicer set forth in Section 9.03.
In the Trustee’s capacity as such successor, the Trustee shall have the same limitations on
liability herein granted to the Master Servicer. As compensation therefor, the Trustee shall be
entitled to receive all compensation payable to the Master Servicer under this Agreement, including
the Master Servicing Fee.




          (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 and meeting such other standards for a successor master servicer as are set forth in
this Agreement, as the successor to such Master Servicer in the assumption of all of the
responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Any entity
designated by the Trustee as a successor master servicer may be an Affiliate of the Trustee;
provided, however, that, unless such Affiliate meets the net worth requirements and other standards
set forth herein for a successor master servicer, the Trustee, in its individual capacity shall
agree, at the time of such designation, to be and remain liable to the Trust Fund for such
Affiliate’s actions and omissions in performing its duties hereunder. In connection with such
appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted to the Master Servicer
hereunder. The Trustee and such successor shall take such actions, consistent with this Agreement,
as shall be necessary to effectuate any such succession and may make other arrangements with
respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Master
Servicer shall cooperate with the Trustee and any successor master servicer in effecting the
termination of the Master Servicer’s responsibilities and rights hereunder including, without
limitation, notifying Mortgagors of the assignment of the master servicing functions and providing
the Trustee and successor master servicer, as applicable, all documents and records in electronic
or other form reasonably requested by it to enable it to assume the Master Servicer’s functions
hereunder and the transfer to the Trustee or such successor master servicer, as applicable, all
amounts which shall at the time be or should have been deposited by the Master Servicer in the
Certificate Distribution Account and any other account or fund maintained with respect to the
Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor
any other successor master servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any portion thereof caused
by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents
or records to it, (ii) the failure of the Master Servicer to cooperate as required by this
Agreement, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the
Trustee as required by this Agreement or (iv) restrictions imposed by any regulatory authority
having jurisdiction over the Master Servicer. No successor master servicer shall be deemed to be
in default hereunder by reason of any failure to make, or




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any delay in making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Trustee or the Trust Administrator 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.




     Any successor Master Servicer shall execute and deliver to the Depositor, the Seller and the
predecessor Master Servicer the certification required pursuant to the first sentence of Section
6.20(e).



     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, in addition to the rights specified in Section 6.14, 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, no remedy provided for by this 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 Master Servicer in the performance of its obligations hereunder,
except that a default in the making of any required deposit to the Certificate Distribution Account
that would result in a failure of the Trust Administrator to make any required payment of principal
of or interest on the Certificates may only be waived with the consent of 100% of the affected
Certificateholders. Upon any such waiver of a past default, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.



     Section 6.17. Notification to Holders.



     Upon termination of the Master Servicer or appointment of a successor to the Master Servicer,
in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail
to the Certificateholders at their respective addresses appearing on the Certificate Register. The
Trustee shall also, within 45 days after the occurrence of any Event of Default known to a
Responsible Officer of the Trustee, give written notice thereof to the Trust Administrator and 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.



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     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; 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 (including, without limitation, (i) the conducting or defending of
any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of
the Master Servicer or any successor master servicer from its rights and duties as master servicer
hereunder) 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.



     Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon Event of Default.



     In the event that a Responsible Officer of the Trustee shall have actual knowledge of any
action or inaction of the Master Servicer that would become an Event of Default upon the Master
Servicer’s failure to remedy the same after notice, the Trustee shall give notice thereof to the
Master Servicer.



     Section 6.20. Preparation of Tax Returns and Other Reports.



          (a) The Trust Administrator 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 Trust Administrator shall file federal tax returns, all in accordance
with Article X hereof. If the Depositor or the Trustee notifies the Trust Administrator in writing
that a state tax return or other return is required, then, at the sole expense of the Trust Fund,
the Trust Administrator 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 Trust Administrator’s possession). The Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust
Administrator) to the extent required by applicable law. The Master Servicer will indemnify the
Trust Administrator and the Trustee for any liability of or assessment against the Trust
Administrator




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and the Trustee, as applicable, resulting from any error in any of such tax or information
returns directly resulting from errors in the information provided by such Master Servicer.




          (b) The Trust Administrator 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 Trust Administrator
shall also file a Form 8811 as required. The Trust Administrator, 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 Trustee and the Depositor. The Trust Administrator shall furnish any other
information that is required by the Code and regulations thereunder to be made available to the
Certificateholders. The Master Servicer shall cause each Servicer to provide the Trust
Administrator with such information as is necessary for the Trust Administrator to prepare such
reports.




     Section 6.21. Preparation of Tax Returns and Other Reports.



          (a) Reports Filed on Form 10-D.




   (i) Within 15 days after each Distribution Date (subject to permitted extensions under
the Exchange Act), the Trust Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange
Act. The Trust Administrator 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 determined and prepared by and at the direction of the Depositor
pursuant to the following paragraph and the Trust Administrator 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.




   (ii) As set forth on Exhibit O hereto, within 5 calendar days after the related
Distribution Date, (i) the parties to the Sequoia Mortgage Trust 200-___transaction shall be
required to provide to the Trust Administrator, to the extent known by a responsible officer
thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Trust Administrator and such party, the form and substance of any Additional Form 10-D
Disclosure, if applicable, together with any Additional Disclosure Notification (an
“Additional Disclosure Notification”), (ii) the Trust Administrator shall forward to the
Depositor, the form and substance of the Additional Form 10-D Disclosure, and (iii) 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 Seller will be
responsible for any reasonable fees and expenses assessed or incurred by the Trust
Administrator in connection with including any Additional Form 10-D Disclosure in Form 10-D
pursuant to this paragraph.




   (iii) After preparing the Form 10-D, the Trust Administrator shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Master Servicer for
review. No later than the Business Day prior to the date specified in the next sentence,
the Depositor and the Master Servicer shall notify the Trust Administrator of any changes to
or approval of such Form 10-D. No later than 2 Business Days prior to the 15th



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calendar day after the related Distribution Date, a senior officer of the Master
Servicer in charge of the master servicing function 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 Trust Administrator. If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Trust Administrator will
follow the procedures set forth in subsection (d)(ii) of this Section 6.21. Promptly (but
no later than 1 Business Day) after filing with the Commission, the Trust Administrator will
make available on its internet website a final executed copy of each Form 10-D. Each party
to this Agreement acknowledges that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 6.21(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 under this Section 6.21(a). Neither
the Master Servicer nor the Trust Administrator shall have any liability for any loss,
expense, damage, 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 Trust
Administrator’s inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto 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) Within 90 days 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 ends on December 31st of each
year), commencing in March 200_, the Trust Administrator shall prepare and file on behalf of
the Trust a Form 10-K, 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 Trust Administrator within the applicable time frames set forth in this
Agreement and the related Servicing Agreement, (i) an annual compliance statement for each
Servicer, each Additional Servicer, the Master Servicer and the Trust Administrator and any
Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”) as
described under Section 6.23 and Section 9.12, (ii)(A) the annual reports on assessment of
compliance with servicing criteria for each Reporting Servicer, as described under Sections
6.23(a) and 9.12(a), and (B) if each Reporting Servicer’s report on assessment of compliance
with servicing criteria described under Sections 6.23(b) and 9.12(c) identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance,
or if each Reporting Servicer’s report on assessment of compliance with servicing criteria
described under Section 6.23(a) or Section 9.12(a) 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 registered public accounting firm attestation report for each
Reporting Servicer, as described under Section 6.23(b) or Section 9.12(c), and (B) if any
registered public accounting firm attestation report described under Section 6.23(b) or
Section 9.12(c) identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting firm attestation
report 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) a Sarbanes-Oxley
Certification



77









 







as described in Section 6.21(e). 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 determined and prepared by and at the direction of the Depositor
pursuant to the following paragraph and the Trust Administrator 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.




   (ii) As set forth on Exhibit P hereto, no later than March 10 (with a 5 calendar day
cure period) of each year that the Trust Fund is subject to the Exchange Act reporting
requirements, commencing in 200_, (i) the parties to the Sequoia Mortgage Trust 200-_
transaction shall be required to provide to the Trust Administrator, to the extent known by
a responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Trust Administrator and such party, the form and substance of any
Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure
Notification, (ii) the Trust Administrator shall forward to the Depositor, the form and
substance of the Additional Form 10-K Disclosure, and (iii) 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 on Form 10-K. The Seller will be responsible for any reasonable fees
and expenses assessed or incurred by the Trust Administrator in connection with including
any Additional Form 10-K Disclosure in Form 10-K pursuant to this paragraph.




   (iii) After preparing the Form 10-K, the Trust Administrator shall forward
electronically a draft copy of the Form 10-K to the Master Servicer and Depositor for
review. No later than the Business Day prior to the date specified in the next sentence,
the Depositor and the Master Servicer shall notify the Trust Administrator of any changes to
or approval of such Form 10-K. No later than 1 p.m. New York City time on the 4th Business
Day prior to the 10-K Filing Deadline, the senior officer of the Depositor in charge of
securitization shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust
Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K
needs to be amended, the Trust Administrator will follow the procedures set forth in
subsection (d) of this Section. Promptly (but no later than 1 Business Day) after filing
with the Commission, the Trust Administrator will make available on its internet website a
final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Trust Administrator of its duties under this
Section 6.21(b) related to the timely preparation and filing of Form 10-K is contingent upon
such parties (and any Additional Servicer or Servicing Function Participant) strictly
observing all applicable deadlines in the performance of their duties under this Sections
6.21, 6.23 and 9.12. Neither the Master Servicer nor the Trust Administrator shall 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 Trust Administrator’s inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file
such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.



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          (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
Trust Administrator shall prepare and file on behalf of the Trust a 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 in Form 8-K (“Form 8-K
Disclosure Information”) shall be determined and prepared by and at the direction of the
Depositor pursuant to the following paragraph and the Trust Administrator 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.




   (ii) As set forth on Exhibit Q hereto, for so long as the Trust is subject to the
Exchange Act reporting requirements, no later than the end of business on the 2nd Business
Day after the occurrence of a Reportable Event (i) the parties to the Sequoia Mortgage Trust
200-___transaction shall be required to provide to the Trust Administrator, to the extent
known by a responsible officer thereof, in EDGAR-compatible form, or in such other form as
otherwise agreed upon by the Trust Administrator and such party, the form and substance of
any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure
Notification, (ii) the Trust Administrator shall forward to the Depositor, the form and
substance of the Form 8-K Disclosure Information, and (iii) 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 Seller will be responsible for any reasonable fees and expenses
assessed or incurred by the Trust Administrator in connection with including any Form 8-K
Disclosure Information in Form 8-K pursuant to this paragraph.




   (iii) After preparing the Form 8-K, the Trust Administrator shall forward
electronically a draft copy of the Form 8-K to the Master Servicer and Depositor for review.
No later than the Business Day prior to the date specified in the next sentence, the
Depositor and the Master Servicer shall notify the Trust Administrator of any changes to or
approval of such Form 8-K. No later than Noon New York City time on the 4th
Business Day after the Reportable Event, a senior officer of the Master Servicer in charge
of the master servicing function 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 Trust Administrator. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Trust Administrator will follow the
procedures set forth in subsection (d) of this Section. Promptly (but no later than 1
Business Day) after filing with the Commission, the Trust Administrator will, make available
on its internet website a final executed copy of each Form 8-K. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 6.21(c) related to the timely preparation,
execution and filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section 6.21(c)(iii).
Neither the Trust Administrator nor the Master Servicer shall have any liability for any




79










 





loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file such Form 8-K, where such failure results from the Trust
Administrator’s inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto 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) Prior to January 30 in of the first year in which the Trust Administrator is able
to do so under applicable law, unless otherwise directed by the Depositor, the Trust
Administrator shall file a Form 15 relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act.



     (ii) In the event that the Trust Administrator becomes aware that it will be 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 Trust Administrator will immediately notify the
Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement and each
Servicer will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
Administrator 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, the Trust Administrator will notify the Depositor and each Servicer and such
parties will cooperate to prepare any necessary 8-KA, 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 the senior officer of
the Depositor in charge of securitization. The parties to this Agreement acknowledge that
the performance by the Master Servicer and the Trust Administrator of its duties under this
Section 6.21(d) related to the timely preparation, execution 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. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim arising out of
or with respect to any failure to properly prepare, execute 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
Trust Administrator’s inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto 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 Trust Administrator shall not file
any Form 8-K, Form 10-D or Form 10K 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.





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     Each Form 10-K shall include the Sarbanes-Oxley Certification. Each Servicer, the Trust
Administrator, the Master Servicer shall, and each Servicer, the Trust Administrator and the Master
Servicer shall cause any Servicing Function Participant engaged by it to, provide to the Person who
signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10 (with a 5 calendar
day cure period) of each year in which the Trust 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 M (or in such other form
attached to the Servicing Agreement), upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior
officer of the Depositor in charge of securitization shall serve as the Certifying Person on behalf
of the Trust Fund. In the event the Master Servicer, the Trust Administrator or any Servicing
Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement, as the case may be, such party or Servicing
Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to
this Section 6.21(e) with respect to the period of time it was subject to this Agreement or any
applicable sub-servicing agreement, as the case may be. The Master Servicer shall enforce any
obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver
to the Master Servicer a certification similar to the Back-Up Certification as may be required
pursuant to the related Servicing Agreement.



     Section 6.22. Trust Administrator Annual Statement of Compliance.



     The Trust Administrator shall deliver (and the Trust Administrator shall cause any Servicing
Function Participant engaged by it to deliver) to the Depositor on or before March 10 (with a 5
calendar day cure period) of each year, commencing in March 200_, an Officer’s Certificate stating,
as to the signer thereof, that (A) a review of such party’s activities during the preceding
calendar year or portion thereof and of such party’s performance under this Agreement, or such
other applicable agreement in the case of a Servicing Function Participant, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such party has fulfilled all its obligations under this Agreement, or such other applicable
agreement in the case of a Servicing Function Participant, in all material respects throughout such
year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the
nature and status thereof. Promptly after receipt of each such Officer’s Certificate, the
Depositor shall review such Officer’s Certificate and, if applicable, consult with each such party,
as applicable, as to the nature of any failures by such party, in the fulfillment of any of such
party’s obligations hereunder or, in the case of a Servicing Function Participant, under such other
applicable agreement.



     Section 6.23. Trust Administrator Assessments of Compliance and Attestation Reports.



          (a) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 200_,
the Trust Administrator, at its own expense, shall furnish, and shall cause any Servicing Function
Participant engaged by it to furnish, each at its own expense, to the Depositor, a report on an
assessment of compliance with the Relevant Servicing Criteria 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 Servicing Criteria to




81









 







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
6.21(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 attestation report on such party’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period.




          (b) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 200_,
the Trust Administrator, at its own expense, shall cause, and 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 Trust Administrator 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 to the Trust Administrator and 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.




          (c) Promptly after receipt of such report on assessment of compliance and accountants’ report,
(i) the Depositor shall review such reports and, if applicable, consult with the Trust
Administrator and any Servicing Function Participant engaged by the Trust Administrator as to the
nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Trust
Administrator, and (ii) the Trust Administrator shall confirm that the assessments, taken as a
whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any
similar exhibit set forth in each Servicing Agreement in respect of each Servicer, and that each
assessment is coupled with an attestation meeting the requirements of this Section and notify the
Depositor of any exceptions. The Trust Administrator shall not be required to deliver any such
assessments or accountants’ reports until April 15 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.




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.



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          (a) The respective obligations and responsibilities of the Trustee, the Trust Administrator
and the Master Servicer created hereby (other than the obligation of the Trust Administrator 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 sale of the property held by the Trust
Fund in accordance with Section 7.01(c) 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) [Reserved].




          (c) The obligations and responsibilities of the Master Servicer, the Servicer, the Seller, the
Depositor, the Trustee and the Trust Administrator created hereby shall terminate upon the earlier
of:




               (i) the purchase by the Terminating Entity, at its election, of all Mortgage Loans and all
property acquired in respect of any remaining Mortgage Loan, which purchase right the Terminating
Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable
Distribution Date with respect to such Mortgage Loans being herein referred to as the “Optional
Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage
Loans, at the time of the purchase is less than or equal to 10% of the Aggregate Stated Principal
Balance as of the Cut-off Date; or




     (iii) the purchase by the Terminating Auction Purchaser of all Mortgage Loans and all
property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as
described below.



     The “Mortgage Loan Purchase Price” for any such Optional Termination shall be equal to the
greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other
than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which
such interest was paid or advanced at the applicable Mortgage Rate, to but not including the Due
Date in the month of the final Distribution Date and (ii) with respect to any REO Property, the
lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals
completed by two independent appraisers selected by the Depositor at the expense of the Depositor
and (y) the Stated Principal Balance of each related Mortgage Loan related to any REO Property, in
each case and (iii) any remaining unreimbursed Monthly Advances, Servicer Advances and unpaid
Servicing Fees (other than any remaining unreimbursed Monthly Advances and Servicer Advances and
unpaid Servicing Fees, if any, due to the Terminating Entity) and other amounts payable to the
Trustee and Trust Administrator (the sum of (i), (ii) and (iii), collectively, the “Par Value”) and
(b) the Fair Market Value of all of the property of the Trust subject to such Optional Termination.



     The “Fair Market Value” shall be the fair market value of all of the property of the Trust
subject to an Optional Termination, as agreed upon between the Terminating Entity and a



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majority of the holders of the Class [ ] Certificates; provided, however, that if the Terminating Entity and
a majority of the holders of the Class [ ] Certificates do not agree upon the fair market value
of such property of the Trust, the Terminating Entity, or (subject to the approval of the majority
of the holders of the Class [ ] Certificates of such appointment, an agent appointed by the
Terminating Entity and approved by the majority of the holders of the Class [ ] Certificates)
shall solicit bids for such property of the Trust until it has received three bids, and the Fair
Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give
notice to the Rating Agencies of any election to purchase Mortgage Loans pursuant to this Section
and of the applicable Optional Termination Date.




          (d) On any Distribution Date on or after the date on which the aggregate Principal Balance of
the Mortgage Loans is less than 5% of the Aggregate Stated Principal Balance as of the Cut-off Date
(a “Terminating Auction Date”), the Trust Administrator shall solicit bids for the related Trust
Collateral from at least three institutions that are regular purchasers and/or sellers in the
secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust
Administrator receives at least three bids for the related Trust Collateral, and one of such bids
is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust
Collateral to the highest bidder (a “Terminating Auction Purchaser”) at the price offered by the
Terminating Auction Purchaser (a “Mortgage Loan Terminating Auction Price”). If the Trust
Administrator receives less than three bids, or does not receive any bid that is equal to or
greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the
initial Terminating Auction Date, repeat these auction procedures until the Trust Administrator
receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid shall
sell the related Trust Collateral to the Terminating Auction Purchaser at that Mortgage Loan
Terminating Auction Price; provided, however, that the Trust Administrator shall not be required to
repeat these auction procedures on any Distribution Date for any six-month anniversary of the
initial Terminating Auction Date unless the Trust Administrator reasonably believes that there is a
reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator shall
give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage Loans of the
sale of the related Trust Collateral pursuant to this Section 7.01 (a “Terminating Auction Sale”)
and of the Terminating Auction Date. Notwithstanding anything to the contrary herein, the
Terminating Auction Purchaser shall not be the Depositor, the Seller, the Underwriter or any of
their respective Affiliates.




     Section 7.02. Procedure Upon Termination of Trust Fund.



     (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10)
days prior to the first day of the Optional Termination Notice Period, notify the Trustee and Trust
Administrator of such Optional Termination Date and of the applicable purchase price of the
Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans
pursuant to Section 7.01, the Trust Administrator shall notify each Servicer that is servicing any
of such Mortgage Loans of such purchase.



     (c) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional
Termination Date by deposit of the applicable purchase price into the Certificate Distribution
Account, as applicable, before the Distribution Date on which such purchase is effected. Upon
receipt by the Trust Administrator of an Officer’s Certificate of the Terminating



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Entity certifying as to the deposit of such purchase price into the Certificate Distribution Account, the Trustee,
the Trust Administrator and each co-trust administrator and separate trust administrator, if any,
then acting as such under this Agreement, shall, upon request and at the expense of the Terminating
Entity execute and deliver all such instruments of transfer or assignment, in each case without
recourse, as shall be reasonably requested by the Terminating Entity to vest title in the
Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the
Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which
have been subject to an Optional Termination received by the Trust Administrator subsequent to (or
with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted
by it to the Terminating Entity.




     (d) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall
be made on an Terminating Auction Date by receipt of the Trust Administrator of the related
Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such
Mortgage Loan Terminating Auction Price into the Certificate Distribution Account by the Trust
Administrator before the Distribution Date on which such purchase is effected. Upon deposit of
such purchase price into the Certificate Distribution Account, the Trustee and the Trust
Administrator and each co-trust administrator and separate trust administrator, if any, then acting
as such under this Agreement, shall, upon request and at the expense of the Terminating Auction
Purchaser execute and deliver all such instruments of transfer or assignment, in each case without
recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in
the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or
deliver to the Terminating Auction Purchaser the purchased Trust Collateral.



     (e) Notice of the Distribution Date on which the Trust Administrator anticipates that the
final distribution shall be made on a Class of Certificates (whether upon Optional Termination,
Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by
first class mail to Holders of the affected Certificates. Such notice shall be mailed no
earlier than the 15th day and not later than the 10th day preceding the applicable Optional
Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such
notice shall specify (i) the Distribution Date upon which final distribution on the affected
Certificates will be made upon presentation and surrender of such Certificates at the office or
agency therein designated, (ii) the amount of such final distribution and (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, such distribution being made
only upon presentation and surrender of such Certificates at the office or agency maintained for
such purposes (the address of which shall be set forth in such notice).



     (f) In the event that any Certificateholders shall not surrender Certificates for
cancellation within six months after the date specified in the above mentioned written notice, the
Trust Administrator shall give a second written notice to the remaining such Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender
of their Certificates, and the cost thereof shall be paid out of the funds and other assets which
remain subject to the Trust Fund.



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     Section 7.03. Additional REMIC Related Termination Requirements.



          (a) Any termination of a REMIC shall be effected in accordance with the following additional
requirements, unless the Master Servicer delivers to the Trustee and the Trust Administrator an
Opinion of Counsel addressed to the Trustee and the Trust Administrator 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 date of the making of the final payment (or credit of funds
with respect thereto) on the Certificates related to such REMIC, upon notification by the Master
Servicer that it intends to exercise its option to cause the termination of the REMIC or REMICs,
the Trustee shall adopt a plan of complete liquidation of the related REMIC or REMICs, meeting the
requirements of a qualified liquidation under the REMIC Provisions;



               (ii) Any sale of the assets of the Trust Fund pursuant to Section 7.01 shall be a sale for
cash and shall occur on or after the date of adoption of such a plan of complete liquidation and
prior to the 89th day after such date;



               (iii) On the date specified for final payment of the Certificates related to such REMIC, the
Trust Administrator 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 related to such REMIC all cash on hand after such final payment (other than cash
retained to meet claims), and such REMIC shall terminate at that time; and



               (iv) In no event may the final payment on the Certificates related to such REMIC or the final
distribution or credit to the Holders of the Residual Certificates related to such REMIC be made
after the 89th day from the date on which the plan of complete liquidation for such REMIC or REMICs
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 Trust Administrator or any
Servicer.




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




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vote or in any manner otherwise control the Master Servicer or the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under any liability to
any third person by reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.




          (b) No Certificateholder, solely by virtue of its status as Certificateholder, shall have any
right by virtue or by availing of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also 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, the Trust Administrator 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




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written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the
Certificate Register.




          (c) Every Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving and
holding a Certificate, agrees with the Depositor, the Master Servicer, the Trust Administrator, the
Certificate Registrar and the Trustee that neither the Depositor, the Master Servicer, the Trust
Administrator, 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 the Trust Administrator and, where expressly required
herein, to the Master 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, the Trust Administrator and the Master Servicer, if made in the manner provided in this Section. Each
of the Trustee, the Trust Administrator and the Master Servicer 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, the Trust
Administrator, the Master Servicer, 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




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thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Trust
Administrator or the Master Servicer in reliance thereon, whether or not notation of such action is
made upon such Certificate.




ARTICLE IX.




ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

BY THE MASTER SERVICER




     Section 9.01. Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s
Obligations.



          (a) The Master Servicer, on behalf of the Trust Fund, the Depositor and the Certificateholders
shall, from and after the Closing Date, monitor the performance of the Servicers under the
Servicing Agreements, and shall use its reasonable good faith efforts to cause the Servicers duly
and punctually to perform all of their duties and obligations thereunder. Upon the occurrence of a
default of which an Authorized Officer of the Master Servicer has actual knowledge under a
Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Trust
Administrator thereof, and shall specify in such notice the action, if any, the Master Servicer is
taking in respect of such default. So long as any such default shall be continuing, the Master
Servicer may, and shall if it determines such action to be in the best interests of
Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it
may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such
default under the Servicing Agreement or take any other action with respect to such default as is
permitted thereunder. Notwithstanding any provision of this Agreement or any Servicing Agreement
to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or
oversee the activities of, or to enforce the obligations of, (i) any Servicer under its Servicing
Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating
thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in
respect thereof (unless and until the Master Servicer shall have assumed the obligations of such
Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01,
in which case, as successor servicer, it shall be bound to serve and administer the Additional
Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of such
Servicing Agreement) or (ii) any Servicer under its Servicing Agreement with respect to the
servicing or administration of defaulted or delinquent Mortgage Loans and the management and
disposition of any REO Properties or for any actions of the Trustee or the Seller in connection
therewith.




          (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to
its Servicing Agreement, the rights and powers of the Servicer with respect to the Mortgage Loans
shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to
such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related
Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of
the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in
accordance with the applicable provisions of the Servicing Agreement, a new Fannie Mae- or
FHLMC-approved Person that is a member in good standing of MERS to serve as successor to the
Servicer; provided, however, that no Trustee consent or




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Rating Agency approval shall be required if the successor servicer is a Person that was a Servicer on the Closing Date; 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 can be fully transferred to a successor
servicer (including the Master Servicer). With such consent, the Master Servicer may elect to
continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a
successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall
have assumed the obligation of the terminated Servicer under such Servicing Agreement, the Master
Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form
substantially similar to the affected Servicing Agreement. In connection with any such appointment,
the Master Servicer may make such arrangements for the compensation of such successor as it and
such successor shall agree, but in no event shall such compensation of any successor servicer
(including the Master Servicer) be in excess of that payable to the Servicer under the affected
Servicing Agreement.




     The Master Servicer shall pay the costs of such enforcement (including the termination of any
Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing
by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the
terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the
extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage
Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party
against whom such enforcement is directed, or (iv) to the extent that such amounts described
in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement,
from the Trust Fund, as provided in Section 9.04.



     If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it
will not assume liability for the representations and warranties of any Servicer it replaces or for
the errors or omissions of such Servicer.



          (c) Upon any termination of a Servicer’s rights and powers pursuant to its Servicing
Agreement, the Master Servicer shall promptly notify the Trustee, the Trust Administrator and the
Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as
the case may be, has succeeded the Servicer under the Servicing Agreement, which notice shall also
specify the name and address of any such successor servicer.




          (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the
Fannie Mae- and Freddie Mac- approval and MERS membership of any successor servicer, the form of
any servicing agreement to be entered into by such successor servicer and the amount of
compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the
Trustee, the Trust Administrator and the Rating Agencies) shall apply to any proposed transfer or
assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder
or delegation of its rights or duties thereunder or any portion thereof to any other Person other
than the initial Servicer under such Servicing Agreement; provided that the Seller shall not be
required to provide prior notice to anyone other than the Master Servicer of any transfer of
servicing that occurs within four months following the Closing Date to an entity that is a Servicer
on the Closing Date. In addition, neither the Depositor nor the Trustee shall consent to the
assignment by any Servicer of such Servicer’s





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rights and obligations under the Servicing Agreement to a successor servicer other than a Person that was a Servicer on the Closing Date without the
prior written consent of the Master Servicer, which consent shall not be unreasonably withheld.




     In connection with any transfer of servicing, the Seller shall, at its cost and expense, take
such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate
to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor
servicer, including, but not limited to, the following: (A) to the extent required by the terms of
the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause
the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or
disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer;
(B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior
Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or
prior to the effective date of such transfer of servicing, the Seller shall cause the prior
Servicer to deliver to the successor servicer all Mortgage Documents and any related records or
materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall
cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer
in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of
servicing, the Seller shall cause the prior Servicer to, after the effective date of the transfer
of servicing to the successor servicer, continue to forward to such successor servicer, within one
Business Day of receipt, the amount of any payments or other recoveries received by the prior
Servicer, and to notify the successor servicer of the source and proper application of each
such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective
date of transfer of servicing to the successor servicer, continue to cooperate with the successor
servicer to facilitate such transfer in such manner and to such extent as the successor servicer
may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to
perform the items listed above to the extent provided in the Servicing Agreement.



     Section 9.02. Assumption of Master Servicing by Trustee.



          (a) In the event the Master Servicer shall for any reason no longer be the Master Servicer
(including by reason of any Event of Default under this Agreement), the Trustee shall, subject to
the provisions of Sections 6.14(b) and (c) hereof, thereupon assume all of the rights and
obligations of such Master Servicer hereunder and under each Servicing Agreement entered into with
respect to the Mortgage Loans or shall appoint as successor master servicer a Fannie-Mae or
FHLMC-approved servicer that is acceptable to the Depositor and the Rating Agencies. The Trustee,
its designee or any successor master servicer appointed by the Trustee shall be deemed to have
assumed all of the Master Servicer’s interest herein and therein to the same extent as if such
Servicing Agreement had been assigned to the assuming party, except that the Master Servicer shall
not thereby be relieved of any liability or obligations of the Master Servicer under such Servicing
Agreement accruing prior to its replacement as Master Servicer, and shall be liable to the Trustee,
and hereby agrees to indemnify and hold harmless the Trustee from and against all costs, damages,
expenses and liabilities (including reasonable attorneys’ fees) incurred by the Trustee as a result
of such liability or obligations of the Master Servicer and in connection with the Trustee’s
assumption (but not its performance, except to the extent that costs or liability of the Trustee
are created or increased as a result of negligent or






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wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties
or responsibilities thereunder.




          (b) The Master Servicer that has been terminated shall, upon request of the Trustee but at the
expense of such Master Servicer, deliver to the assuming party all documents and records relating
to each Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected
and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of
each Servicing Agreement to the assuming party.




     Section 9.03. Representations and Warranties of the Master Servicer.



          (a) The Master Servicer hereby represents and warrants to the Depositor, the Trust
Administrator and the Trustee, for the benefit of the Certificateholders, as of the Closing Date
that:




               (i) it is validly existing and in good standing under the laws of the United States of America
as a national banking association, and as Master Servicer has full power and authority to transact
any and all business contemplated by this Agreement and to execute, deliver and comply with its
obligations under the terms of this Agreement, the execution, delivery and performance of which
have been duly authorized by all necessary corporate action on the part of the Master Servicer;



               (ii) the execution and delivery of this Agreement by the Master Servicer and its performance
and compliance with the terms of this Agreement will not (A) violate the Master Servicer’s charter
or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material contract, agreement or
other instrument to which the Master Servicer is a party or by which it is bound or to which any of
its assets are subject, which violation, default or breach would materially and adversely affect
the Master Servicer’s ability to perform its obligations under this Agreement;



               (iii) this Agreement constitutes, assuming due authorization, execution and delivery hereof by
the other respective parties hereto, a legal, valid and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights in general, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);



               (iv) the Master Servicer is not in default with respect to any order or decree of any court or
any order or regulation of any federal, state, municipal or governmental agency to the extent that
any such default would materially and adversely affect its performance hereunder;



               (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject
to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ,
injunction, decree, law or regulation that may materially and adversely affect its ability as
Master Servicer to perform its obligations under this Agreement or that



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requires the consent of any third person to the execution of this Agreement or the performance by the Master Servicer of its
obligations under this Agreement;




               (vi) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened
against the Master Servicer which would prohibit its entering into this Agreement or performing its
obligations under this Agreement;



               (vii) the Master Servicer, or an affiliate thereof the primary business of which is the
servicing of conventional residential mortgage loans, is a Fannie Mae- or FHLMC-approved
seller/servicer;



               (viii) no consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Master Servicer of or
compliance by the Master Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents, approvals, authorizations and orders (if
any) as have been obtained; and



               (ix) the consummation of the transactions contemplated by this Agreement are in the ordinary
course of business of the Master Servicer;



          (b) It is understood and agreed that the representations and warranties set forth in this
Section shall survive the execution and delivery of this Agreement. In addition to any indemnity required pursuant to Section 11.22 hereof, the Master Servicer shall
indemnify the Depositor, the Trust Administrator and the Trustee and hold them harmless against any
loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other
costs and expenses resulting from any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a material breach of the Master Servicer’s representations and warranties
contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information,
report, certification, accountants’ letter or other material when and as required under this
Agreement, including any report under Section 9.01(e) or any failure by the Master Servicer to
identify pursuant to Section 9.01(g) any Subcontractor for the Master Servicer. It is understood
and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section
to indemnify the Depositor, the Trust Administrator and the Trustee as provided in this Section
constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Trust
Administrator and the Trustee, respecting a breach of the foregoing representations and warranties.
Such indemnification shall survive any termination of the Master Servicer as Master Servicer
hereunder, and any termination of this Agreement.




     Any cause of action against the Master Servicer relating to or arising out of the breach of
any representations and warranties made in this Section shall accrue upon discovery of such breach
by either the Depositor, the Master Servicer or the Trustee or notice thereof by any one of such
parties to the other parties.



     Section 9.04. Compensation to the Master Servicer.



     The Master Servicer shall be entitled to be paid by the Trust Fund, and either retain or
withdraw from the Certificate Distribution Account, (i) its Master Servicing Fee with respect to
each Distribution Date, (ii) amounts necessary to reimburse itself for any previously



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unreimbursed Monthly Advances, Servicer Advances and Nonrecoverable Advances in accordance with the definition
of “Available Funds” and (iii) amounts representing assumption fees, late payment charges or other
ancillary income not included in the definition of “Available Funds” and which are not required to
be remitted by the Servicers to the Trust Administrator or deposited by the Trust Administrator
into the Certificate Distribution Account. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall not be entitled to
reimbursement therefor except as provided in this Agreement.




     In addition, Depositor agrees, except as otherwise expressly provided herein, to reimburse the
Master Servicer, upon its request, for all reasonable expenses, disbursements and advances incurred
or made by the Master Servicer in connection with the performance of its duties hereunder
(including the reasonable compensation and the expenses and disbursements of its agents and
counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such
expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or
negligence.



     Section 9.05. Merger or Consolidation.



     Any Person into which the Master Servicer may be merged or consolidated, or any Person
resulting from any merger, conversion, other change in form or consolidation to which the Master
Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall
be the successor to the Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or resulting Person to the Master Servicer
or its Affiliate whose primary business is the servicing of conventional residential mortgage loans
shall be a Person that shall be qualified and approved to service mortgage loans for Fannie Mae or
FHLMC and shall have a net worth of not less than $15,000,000.



     Section 9.06. Resignation of Master Servicer.



     Except as otherwise provided in Sections 9.05 and 9.07 hereof, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties
hereunder are no longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it and cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of
Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee shall have assumed, in accordance with Sections 6.14(b)
and (c) hereof, or a successor master servicer shall have been appointed by the Trustee and until
such successor shall have assumed, the Master Servicer’s responsibilities and obligations under
this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the
Depositor to the Trustee.



     If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns
its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section
6.14, then at such time as [                 ] also shall resign (and shall be
entitled to resign) as Trust Administrator, Paying Agent, Authenticating Agent and Certificate
Registrar under this Agreement. In such event, the obligations of each such party shall be assumed
by the



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Trustee or such successor master servicer appointed by the Trustee (subject to the
provisions of Section 9.02(a)).




     Section 9.07. Assignment or Delegation of Duties by the Master Servicer.



     Except as expressly provided herein, the Master Servicer shall not assign or transfer any of
its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract
with, or authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by the Master Servicer hereunder; provided, however, that the Master
Servicer shall have the right with the prior written consent of the Trustee and the Depositor
(which consent shall not be unreasonably withheld), and upon delivery to the Trustee, the Trust
Administrator and the Depositor of a letter from each Rating Agency to the effect that such action
shall not result in a downgrading of the Certificates, to delegate or assign to or subcontract with
or authorize or appoint any qualified Person to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Master Servicer hereunder. Notice of such
permitted assignment shall be given promptly by the Master Servicer to the Depositor, the Trust
Administrator and the Trustee. If, pursuant to any provision hereof,the duties of the Master Servicer are transferred to a successor master servicer, the entire
amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant
hereto shall thereafter be payable to such successor master servicer. Such successor master
servicer shall also pay the fees of the Trustee and the Trust Administrator, as provided herein.



     Section 9.08. Limitation on Liability of the Master Servicer and Others.



     Neither the Master Servicer nor any of the directors, officers, employees or agents of the
Master Servicer shall be under any liability to the Trustee, the Trust Administrator or the
Certificateholders for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such person against any liability that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in its performance of its
duties or by reason of reckless disregard for its obligations and duties under this Agreement. The
Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Master Servicer shall be under no obligation to
appear in, prosecute or defend any legal action that is not incidental to its duties to master
service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it
in any expenses or liability; provided, however, that the Master Servicer may in its sole
discretion undertake any such action that it may deem necessary or desirable in respect to this
Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the
Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Distribution
Account.



     The Master Servicer shall not be liable for any acts or omissions of any Servicer except to
the extent that damages or expenses are incurred as a result of such act or omissions and such
damages and expenses would not have been incurred but for the negligence, willful misfeasance,



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bad faith or recklessness of the Master Servicer in supervising, monitoring and overseeing the
obligations of the Servicers in this Agreement.




     Section 9.09. Indemnification; Third-Party Claims.



     In addition to any indemnity required pursuant to Section 11.22 hereof, the Master Servicer
agrees to indemnify the Depositor, the Trust Administrator and the Trustee, and hold them harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liability, fees and expenses that the Depositor, the Trust
Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance,
bad faith or negligence in the performance of its duties hereunder or by reason of its reckless
disregard for its obligations and duties under this Agreement. The Depositor, the Trust
Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Trust
Administrator or the Trustee to indemnification under this Section 9.09, whereupon the Master
Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such claim.



     Section 9.10. Master Servicer Fidelity Bond and Master Servicer Errors and Omissions
Insurance Policy.



     The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an
errors and omissions insurance policy, affording coverage with respect to all directors, officers,
employees and other Persons acting on such Master Servicer’s behalf, and covering errors and
omissions in the performance of the Master Servicer’s obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and amount generally
acceptable for entities serving as master servicers or trustees.



     Section 9.11. Master Servicer Annual Compliance Statement.



     The Master Servicer shall deliver (and the Master Servicer shall cause any Servicing Function
Participant engaged by it to deliver) to the Depositor and the Trust Administrator on or before
March 10 (with a 5 calendar day cure period) of each year, commencing in March 200_, an Officer’s
Certificate stating, as to the signer thereof, that (A) a review of such party’s activities during
the preceding calendar year or portion thereof and of such party’s performance under this
Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has
been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based
on such review, such party has fulfilled all its obligations under this Agreement, or such other
applicable agreement in the case of a Servicing Function Participant, in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the
nature and status thereof. Promptly after receipt of each such Officer’s Certificate, the
Depositor shall review such Officer’s Certificate and, if applicable, consult with each such party,
as applicable, as to the nature of any failures by such party, in the fulfillment of any of such
party’s obligations hereunder or, in the case of a Servicing Function Participant, under such other
applicable agreement.



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     Section 9.12. Master Servicer Assessments of Compliance and Attestation Reports.



          (a) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 200_,
the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function
Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the
Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria 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 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 6.21(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 attestation report on such party’s assessment of
compliance with the Relevant Servicing Criteria as of and for such period.



The Master Servicer shall enforce the obligation of the Servicers, to the extent set forth in the
related Servicing Agreement, to deliver to the Master Servicer an annual report on assessment of
compliance as may be required pursuant to the related Servicing Agreement. The Master Servicing
shall include such annual report on assessment of compliance with its own assessment of compliance
to be submitted to the Trust Administrator and the Depositor pursuant to this Section.




          (b) No later than the end of each fiscal year for the Trust Fund for which a 10-K is required
to be filed, the Master Servicer shall forward to the Trust Administrator the name of each
Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function Participant. When
the Master Servicer submits its assessments (and the assessments of any Servicing Function
Participant engaged by them) to the Trust Administrator, such parties will also at such time
include the assessment (and attestation pursuant to subsection (b) of this Section) of each
Servicing Function Participant engaged by it.




          (c) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 200_,
the Master Servicer, at its own expense, shall cause, and 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 Master Service 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 to the Trust Administrator and 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.




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     The Master Servicer shall enforce any obligation of a Servicer, to the extent set forth in the
related Servicing Agreement, to deliver to the Master Servicer an accountant’s attestation as may
be required pursuant to the related Servicing Agreement. The Master Servicer shall include such
attestation with its own accountant’s attestation to be submitted to the Trust Administrator and
the Depositor.



          (d) Promptly after receipt of such report on assessment of compliance and accountants’ report,
(i) the Depositor shall review such reports and, if applicable, consult with the Master Servicer
and any Servicing Function Participant engaged by the Master Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria by the Master Servicer, and
(ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually
address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar
exhibit set forth in each Servicing Agreement in respect of each Servicer, and that each assessment
is coupled with an attestation meeting the requirements of this Section and notify the Depositor of
any exceptions. The Master Servicer shall not be required to deliver any such assessments or
accountants’ reports until April 15 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.




ARTICLE X.




REMIC ADMINISTRATION




     Section 10.01. REMIC Administration.



          (a) REMIC elections as set forth in the Preliminary Statement to this Agreement shall be made
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.




          (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 Trust Administrator shall represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing authority with respect
thereto. The Trust Administrator shall pay any and all tax related expenses (not including taxes)
of each REMIC, including but not limited to any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such expenses are
ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation
(except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
are attributable to the negligence or willful misconduct of the Trust Administrator in fulfilling
its duties hereunder (including its duties as tax return preparer). The Trust Administrator shall
be entitled to reimbursement of expenses to the extent





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provided in clause (i) above from the Certificate Distribution Account, provided, however, the Trust Administrator shall not be entitled
to reimbursement for expenses incurred in connection with the preparation of tax returns and other
reports as required by Section 6.20 and this Section.




          (d) The Trust Administrator shall prepare, and the Trustee shall sign and file, as instructed
by the Trust Administrator, 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 Trust Administrator. In preparing such returns, the Trust Administrator
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) account for income under the all-OID method at the Net WAC; (iv) use the
aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) 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 Trust Administrator or its designee shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such REMIC under the Code,
the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trust Administrator shall provide, upon receipt of
additional reasonable compensation, (i) to the Treasury or other governmental authority such
information as is necessary for the application of any tax relating to the transfer of a Residual
Certificate to any disqualified person or organization pursuant to Treasury Regulation
1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the
Certificateholders such information or reports as are required by the Code or REMIC Provisions.




          (f) The Trustee, the Trust Administrator, the Master Servicer and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to create or maintain the
status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary
to create or maintain such status. Neither the Trustee, the Trust Administrator, the Master
Servicer 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, the Trust Administrator and the Master Servicer have received an Opinion of
Counsel (at the expense of the party seeking to take such action or failing to take such action) 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, the Trust Administrator, the Master Servicer or their respective
designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to
occur with respect to any





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REMIC, and no such Person shall take any such action or cause any REMIC
to take any such action as to which the Trustee, the Trust Administrator or the Master Servicer has
advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no
Adverse REMIC Event would occur but such action could result in the imposition of additional taxes
on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC
to take any such action without the written consent of the Residual Certificateholders.




          (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the
related REMIC by federal or state governmental authorities. To the extent that such taxes are not
paid by a Residual Certificateholder, the Trust Administrator or 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 Certificate Distribution Account, and shall
reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may
be.




          (h) The Trust Administrator shall, for federal income tax purposes, maintain books and records
with respect to each REMIC on a calendar year and on an accrual basis.




          (i) No additional contributions of assets shall be made to any REMIC, except as expressly
provided in this Agreement.




          (j) Neither the Trust Administrator nor the Master Servicer shall enter into any arrangement
by which any REMIC will receive a fee or other compensation for services.




          (k) [Reserved].




          (l) The Holder of the Class [ ] Certificate shall act as “tax matters person” with respect
to the Lower-Tier REMIC and the Upper-Tier REMIC, and shall act as agent for the Holder of the
Class [ ] Certificates. The Trust Administrator shall act as agent for the Holder of each
Residual Certificate in such role, unless and until another party is so designated by the Holder of
such Residual Certificate.




     Section 10.02. Prohibited Transactions and Activities.



     Neither the Depositor, the Master Servicer 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, (iv) a substitution pursuant to Article II of this
Agreement or (v) 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 Certificate
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 result in an Adverse REMIC Event, (b) 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).



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     Section 10.03. 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 Trust
Administrator of its duties and obligations set forth herein, the Trust Administrator 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 Trust Administrator shall not be liable for any such Losses
attributable to the action or inaction of the Depositor, the Trustee 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 Trust Administrator has relied. Notwithstanding the foregoing, however, in
no event shall the Trust Administrator 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 any Servicing Agreement or under any
Acknowledgement, (2) for any Losses other than arising out of malfeasance, willful misconduct or
negligent performance by the Trust Administrator 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).



     Section 10.04. REO Property.



          (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on
behalf of the Trust Fund hereunder, shall not, except to the extent provided in the applicable
Servicing Agreement, knowingly permit any Servicer to, rent, lease, or otherwise earn income on
behalf of any REMIC with respect to any REO Property which might cause an Adverse REMIC Event
unless the applicable Servicer has provided to the Trustee and the Trust Administrator an Opinion
of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the
status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not
result in an Adverse REMIC Event.




          (b) The Depositor shall cause the applicable Servicer (to the extent provided in its Servicing
Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any
event, however, the Depositor shall, or shall cause the applicable Servicer (to the extent provided
in its Servicing Agreement) to, dispose of any REO Property within three years of its acquisition
by the Trust Fund unless the Depositor or the applicable Servicer (on behalf of the Trust Fund) has
received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC
Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold
REO Property for a longer period without causing an Adverse REMIC Event. If such an extension has
been received, then the Depositor, acting on behalf of the Trust Fund hereunder, shall, or shall
cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market
value for such period longer than three years as such extension permits (the “Extended Period”).
If such an extension has not been received and the Depositor or the applicable Servicer, acting on
behalf of the Trust Fund hereunder, is unable to sell the REO Property within 33 months after its
acquisition by the Trust Fund or if such an extension, has been received and the Depositor or the
applicable Servicer is unable to sell the REO Property within the period ending three months before
the close of the Extended Period, the Depositor shall cause the applicable Servicer, before the end
of the three year period or the Extended Period, as applicable, to (i) purchase




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such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the
highest bidder (which may be the applicable Servicer) in an auction reasonably designed to produce
a fair price prior to the expiration of the three-year period or the Extended Period, as the case
may be.




ARTICLE XI.




MISCELLANEOUS PROVISIONS




     Section 11.01. 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 11.02. 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 11.03. Amendment.



          (a) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the
Trust Administrator, 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 any Offering Document, or to correct or supplement any provision
herein which may be inconsistent with any other provisions herein or with the provisions of any
Servicing Agreement, (iii) to make any other provisions with respect to matters or questions
arising under this Agreement or (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. 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. Any
such amendment shall be deemed not to adversely affect in any material respect any Holder, if the
Trustee and the Trust Administrator receive written confirmation from each Rating Agency that such
amendment will not cause such Rating Agency to reduce the then current rating assigned to the
Certificates.




     (b) This Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Trust Administrator and the Trustee, with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount (or Percentage Interest) of each



102









 




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 and the Trust Administrator receive 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.




          (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
Agencies.




          (d) It shall not be necessary for the consent of Holders under this Section 11.03 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 any Servicing Agreement, the Trustee shall not
consent to any amendment of any Servicing Agreement except pursuant to the standards provided in
this Section with respect to amendment of this Agreement.




          (f) Prior to the execution of any amendment to this Agreement, each of the Trustee and the
Trust Administrator 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 and the Trust Administrator may, but shall
not be obligated to, enter into any such amendment which affects the Trustee’s or the Trust
Administrator’s own rights, duties or immunities under this Agreement.




     Section 11.04. 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 Class Principal
Amount or Class Notional Amount (or Percentage Interest), Certificates owned by the Depositor, the
Master Servicer, the Trust Administrator, the Trustee, any Servicer or any Affiliates thereof are
not to be counted so long as such Certificates are owned by the Depositor, the Master Servicer, the
Trust Administrator, the Trustee, any Servicer or any Affiliate thereof.



     Section 11.05. Provision of Information.



103









 





          (a) For so long as any of the Certificates of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the
Depositor, the Master Servicer, the Trust Administrator and the Trustee agree to cooperate with
each other to provide to any Certificateholders and to any prospective purchaser of Certificates
designated by such holder, upon the request of such holder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to satisfy the
condition set forth in Rule 144A(d)(4) under the Securities Act. Any reasonable, out-of-pocket
expenses incurred by the Trustee, the Master Servicer or the Trust Administrator in providing such
information shall be reimbursed by the Depositor.




          (b) The Trust Administrator 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 other prescribed form) or Form 10-K
filed with the Securities and Exchange Commission pursuant to Section 6.20(c) and (ii) a copy of
any other document incorporated by reference in the Prospectus. Any reasonable out-of-pocket
expenses incurred by the Trust Administrator in providing copies of such documents shall be
reimbursed by the Depositor.




          (c) On each Distribution Date, the Trust Administrator 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 11.06. Governing Law.



     THIS AGREEMENT SHALL BE 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 11.07. Notices.



     All requests, demands, notices, authorizations, directions, consents, waivers and
communications hereunder shall be in writing and shall be deemed to have been duly given when
received by (a) in the case of the Depositor, Sequoia Residential Funding, Inc., One Belvedere
Place, Suite 330, Mill Valley, CA 94941, telecopy number (415) 381-1773, Attention: [                                        ],
(b) in the case of the Seller and the Sponsor, RWT Holdings, Inc., One Belvedere Place, Suite 330,
Mill Valley, CA 94941, telecopy number (415) 381-1773, Attention: [                                        ], (c) in the case
of the Master Servicer or the Trust Administrator, [                                        ] (or, for overnight
deliveries, [                                        ], telecopy number [                                        ], Attention: [                                        ], and
(d) with respect to the Trustee or the Certificate Registrar, its respective Corporate Trust
Office, or as to each party such other address as may hereafter be furnished by such party to the
other parties in writing. All demands, notices and communications to a party hereunder shall be in
writing and shall be deemed to have been duly given when delivered to such party at the relevant
address, facsimile number or electronic mail address set forth above or at such other address,
facsimile number or electronic mail address as such party may designate from time to time by
written notice in accordance with this Section 11.07.



104









 





     Section 11.08. 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 11.09. 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 11.10. 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.



     Section 11.11. 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, except to the extent specified in Section 11.15.



     Section 11.12. Special Notices to the Rating Agencies.



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




               (i) any amendment to this Agreement pursuant to Section 11.03;



               (ii) any assignment by the Master Servicer of its rights hereunder or delegation of its duties
hereunder;



               (iii) the occurrence of any Event of Default described in Section 6.14;



               (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any
resignation of the Master Servicer hereunder;



               (v) the appointment of any successor to any Master Servicer pursuant to Section 6.14;



               (vi) the making of a final payment pursuant to Section 7.02; and



105









 





               (vii) any termination of the rights and obligations of any Servicer under the applicable
Servicing Agreement.



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



If to Moody’s, to:



Moody’s Investors Service, Inc.

99 Church Street

New York, New York 10007

Attention: Residential Mortgages



If to S&P, to:



Standard & Poor’s Ratings Services,

a division of The McGraw-Hill Companies, Inc.

55 Water Street

New York, New York 10041

Attention: Residential Mortgages




          (c) The Trust Administrator shall provide or make available to the Rating Agencies reports
prepared pursuant to Section 4.02. In addition, the Trust Administrator shall, at the expense of
the Trust Fund, make available to each 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 Trust Administrator.




          (d) The Depositor hereby represents to S&P that, to the Depositor’s knowledge, the information
provided to such Rating Agency, including the loan level detail, is true and correct according to
such Rating Agency’s requirements.




     Section 11.13. Conflicts.



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



     Section 11.14. 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 11.15. No Petitions.



     The Trustee, the Trust Administrator and the Master Servicer, by entering into this Agreement,
hereby covenant and agree that they shall not at any time institute against the Depositor, or join
in any institution against the Depositor of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United



106









 




States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or
any of the documents entered into by the Depositor in connection with the transactions contemplated
by this Agreement.




     Section 11.16. Intention of the Parties and Interpretation; Indemnification.



     Each of the parties acknowledges and agrees that the purpose of Sections 6.21, 6.22, 6.23,
9.10, 9.11 and 9.12 of this Agreement is to facilitate compliance by the Trust Administrator and
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 parties shall comply with the reasonable requests made by the Trust
Administrator or the Depositor for delivery of such additional or different information as the
Trust Administrator or the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, which information is available to such party 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.


Each party required to deliver an assessment of compliance and attestation report pursuant to
Section 6.23 or Section 9.12 (each, an “Item 1122 Responsible Party”) shall indemnify and hold
harmless the Trust Administrator, the Master Servicer, the Depositor and the Seller 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 Item 1122
Responsible Party of any of its obligations hereunder relating to its obligations as an Item 1122
Responsible Party, including particularly its obligations to provide any assessment of compliance,
attestation report, compliance statement or certification required under Section 6.22, 6.23, 9.11
or 9.12, or any information, data or materials required to be included in any Exchange Act report,
(b) any misstatement or omission in any information, data or materials provided by such Item 1122
Responsible Party, or (c) the negligence, bad faith or willful misconduct of such Item 1122
Responsible Party in connection with its performance hereunder relating to its obligations as an
Item 1122 Responsible Party. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Trust Administrator, the Depositor or the Seller, then each Item
1122 Responsible Party agrees that it shall contribute to the amount paid or payable by the Trust
Administrator, the Master Servicer, the Depositor and the Seller as a result of any claims, losses, damages or liabilities incurred by the Trust Administrator, the Master
Servicer, the Depositor or the Seller in such proportion as is appropriate to reflect the relative
fault of the Trust Administrator, the Master Servicer, the Depositor or the Seller on the one hand
and such Item 1122 Responsible Party on the other. This indemnification shall survive the
termination of this Agreement or the termination of any party to this Agreement.





107









 








108









 





     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: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	[                                                            ],      as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[                                                            ],
	 	 	as Master Servicer
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[                                                            ],
	 	 	as Trust Administrator
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 




Solely for purposes of Section 2.04 and 9.01(d)

accepted and agreed to by:




RWT HOLDINGS, INC.




By: ____________________________




     Name: [            ]

     Title: Authorized Signatory



 









 





EXHIBIT A




FORMS OF CERTIFICATES





A-1









 








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; (y) if the Residual Certificate has been subject to 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




B-1









 












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, the
Master Servicer, the Depositor and Trust Administrator 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, the Depositor, the Master Servicer or the Trust Administrator 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.




	 	5.	 	That the Purchaser hereby acknowledges that under the terms of the Pooling and
Servicing Agreement, dated as of [                    ], 200___(the “Agreement”), by and among
[Sequoia Residential Funding, Inc.], as Depositor, [            ], as Master
Servicer and Trust Administrator, and [                 ], as Trustee with
respect to Sequoia Mortgage Trust 200_-___Mortgage Pass-Through Certificates, no
transfer of the Residual Certificates shall be permitted to be made to any person
unless the Certificate Registrar and Trustee have 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 Trustee and 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.




B-2









 












	 	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, the Trustee 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 Trustee 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.
	 
	 	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 Trust Administrator 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 200_-_

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 AGREEMENTS




D-1









 





EXHIBIT E




LIST OF SERVICING AGREEMENTS



1. Mortgage Loan Purchase and Servicing Agreement dated as of [                                        ], between
[                                                            ] and [                                        ].



2. Mortgage Loan Purchase and Servicing Agreement dated as of [                                        ], between
[                                                            ] and [                                        ]




E-1









 





EXHIBIT F




LIST OF PURCHASE AGREEMENTS



1. Mortgage Loan Purchase and Servicing Agreement dated as of [                                        ], between
[                                        ] and [                                                            ].



2. Mortgage Loan Purchase and Servicing Agreement dated as of [                                        ] , between
[                                        ] and [                                                            ].




F-1









 





EXHIBIT G




LIST OF LIMITED PURPOSE SURETY BONDS




G-1









 





EXHIBIT H




FORM OF RULE 144A TRANSFER CERTIFICATE





			
	Re:	 	Sequoia Mortgage Trust 200_-_

Mortgage Pass-Through Certificates





     Reference is hereby made to the Pooling and Servicing Agreement, dated as of [                    ],
200___(the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as
Depositor, [                    ], as Master Servicer and Trust Administrator, and [                                        ],
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.



     This letter relates to $                     initial Certificate 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 and Servicing 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 Underwriter and the Depositor.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Dated:                     ,     




H-1









 





EXHIBIT I




FORM OF PURCHASER’S LETTER FOR

INSTITUTIONAL ACCREDITED INVESTOR




	 	 	 
	 

	 	Date





Dear Sirs:




     In connection with our proposed purchase of $                                         principal amount of Sequoia
Mortgage Trust 200_-___Mortgage Pass-Through Certificates (the “Privately Offered Certificates”) of
Sequoia Residential Funding, Inc. (the “Depositor”), we confirm that:




	(1)	 	We understand that the Privately Offered 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
Privately Offered Certificates within two years of the later of the date of original issuance
of the Privately Offered Certificates or the last day on which such Privately Offered
Certificates are owned by the Depositor or any affiliate of the Depositor 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 and Servicing Agreement, dated as of [                                        ], 200___(the “Agreement”),
by and among Sequoia Residential Funding, Inc., as Depositor, [                                        ], as Master
Servicer and Trust Administrator, and [                                                            ], 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 Privately Offered Certificates from us a notice advising such
purchaser that resales of the Privately Offered Certificates are restricted as stated herein.
	 
	(2)	 	We understand that, in connection with any proposed resale of any Privately Offered
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
Privately Offered Certificates purchased by us will bear a legend to the foregoing effect.




I-1









 






	(3)	 	We are acquiring the Privately Offered 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 Privately Offered
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 Privately Offered
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 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.





     Terms used in this letter which are not otherwise defined herein have the respective meanings
assigned thereto in the Agreement.



I-2









 





     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:	 	 






I-3









 





EXHIBIT J




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, the Master Servicer, the Depositor and the Trust Administrator 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, the Trustee, the Master
Servicer, the Depositor or the Trust Administrator to any obligation in addition to those
undertaken by such entities in the Pooling and Servicing Agreement, dated as of [                                        ],
200___(the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor,
[                                                            ], as Master Servicer and Trust Administrator, and [                                                            ], as
Trustee, which opinion of counsel shall not be an expense of the Trust Fund or the above
parties.



     3. The Investor hereby acknowledges that under the terms of the Agreement, no transfer of
the ERISA-Restricted Certificates shall be permitted to be made to any person unless the
Certificate Registrar has received a certificate from such transferee in the form hereof.



J-1









 





     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:




	 	 	 	 	 	 	 
	 

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     .	 	 






J-2









 





EXHIBIT K




FORM OF LETTER OF REPRESENTATIONS

WITH THE DEPOSITORY TRUST COMPANY





K-1









 






EXHIBIT L




[RESERVED]




L-1









 








EXHIBIT M



FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY THE TRUST ADMINISTRATOR



Sequoia Mortgage Trust 200_-___(the “Trust”)



Mortgage Pass-Through Certificates



I,                                        , a                                          of [                                                            ], as Trust Administrator
of the Trust, hereby certify to Sequoia Residential Funding, Inc. (the “Depositor”) and its
officers, directions and affiliates, and with the knowledge and intent that they will rely upon
this certification, that:




     1. I have reviewed the monthly distribution reports that will be covered by the Depositor’s
Form 10-K for the Trust’s fiscal year ending on



     2. Based on my knowledge, the information in these distribution reports prepared by the Trust
Administrator, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading as of the last day of the period covered by that
annual report.



     3. Based on my knowledge, the distribution information required to be provided by the Trust
Administrator under the Pooling and Servicing Agreement, dated as of [                                        ], 200_, among the
Depositor, [                                        ], as Master Servicer and Trust Administrator, and [                                        ], as
Trustee creating the Trust is included in these reports.



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]




M-1









 








	 	 	 
	 

	 	[                                        ],
	 

	 	as Trust Administrator
	 
	Dated:                                        

	 	By:                                         
	 

	 	Name:
	 

	 	Title:






M-2









 






EXHIBIT N



SERVICING CRITERIA




     The assessment of compliance to be delivered by the Master Servicer and the Trust
Administrator shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria” with respect to such party:


Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are
responsible for in the related transaction agreements.




	 	 	 	 	 	 	 	 	 
	Regulation AB
	 	 	 	 	 	 	 	 
	Reference

	 	Servicing Criteria
	 	Servicers
	 	Master Servicer
	 	Trust Administrator







General Servicing Considerations



	 	 	 	 	 	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are
	 	X
	 	X
	 	X
	 

	 	instituted to monitor any performance	 	 	 	 	 	 
	 

	 	or other triggers and events of	 	 	 	 	 	 
	 

	 	default in accordance with the	 	 	 	 	 	 
	 

	 	transaction agreements.	 	 	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities
	 	X
	 	X	 	 
	 

	 	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
	 	X
	 	X	 	 
	 

	 	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
	 	X
	 	X
	 	X
	 

	 	into the appropriate custodial bank	 	 	 	 	 	 
	 

	 	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.	 	 	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer
	 	X
	 	X
	 	X
	 

	 	on behalf of an obligor or to an	 	 	 	 	 	 
	 

	 	investor are made only by authorized	 	 	 	 	 	 
	 

	 	personnel.	 	 	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees
	 	X
	 	X	 	 
	 

	 	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.	 	 	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the
	 	X
	 	X
	 	X
	 

	 	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)	 	 	 	 	 	 






N-5









 






	 	 	 	 	 	 	 	 	 
	 

	 	as set forth in the transaction	 	 	 	 	 	 
	 

	 	agreements.	 	 	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained
	 	X
	 	X
	 	X
	 

	 	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.	 	 	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as
	 	X	 	 	 	 
	 

	 	to prevent unauthorized access.	 	 	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a
	 	X
	 	X
	 	X
	 

	 	monthly basis for all asset-backed	 	 	 	 	 	 
	 

	 	securities related bank accounts,	 	 	 	 	 	 
	 

	 	including custodial 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.	 	 	 	 	 	 
	 

	 	Investor Remittances and Reporting	 	 	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those
	 	X
	 	X
	 	X
	 

	 	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.	 	 	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are
	 	X
	 	X
	 	X
	 

	 	allocated and remitted in accordance	 	 	 	 	 	 
	 

	 	with timeframes, distribution	 	 	 	 	 	 
	 

	 	priority and other terms set forth in	 	 	 	 	 	 
	 

	 	the transaction agreements.	 	 	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are
	 	X
	 	X
	 	X
	 

	 	posted within two business days to	 	 	 	 	 	 
	 

	 	the Servicer’s investor records, or	 	 	 	 	 	 
	 

	 	such other number of days specified	 	 	 	 	 	 
	 

	 	in the transaction agreements.	 	 	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the
	 	X
	 	X
	 	X
	 

	 	investor reports agree with cancelled	 	 	 	 	 	 
	 

	 	checks, or other form of payment, or	 	 	 	 	 	 
	 

	 	custodial bank statements.	 	 	 	 	 	 
	 

	 	Pool Asset Administration	 	 	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on pool assets
	 	X	 	 	 	 
	 

	 	is maintained as required by the	 	 	 	 	 	 
	 

	 	transaction	 	 	 	 	 	 






N-5









 






	 	 	 	 	 	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	(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.	 	 	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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)	 	 	 	 	 	 






N-5









 






	 	 	 	 	 	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	(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
	 	X	 	 	 	 
	 

	 	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
	 	X	 	 	 	 
	 

	 	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
	 	X
	 	X	 	 
	 

	 	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.	 	 	 	 	 	 






	 	 	 
	 

	 	[NAME OF COMPANY]
	 
	 	 
	 
	 	 
	 

	 	By:                                                            
	 
	 	 
	 

	 	Name:                                                            
	 
	 	 
	 

	 	Title:                                                            
	 
	 	 
	 

	 	Date:                                                             






N-5









 






EXHIBIT O




ADDITIONAL FORM 10-D DISCLOSURE




	 	 	 
	Item on Form 10-D	 	Party Responsible
	Item 1: Distribution and Pool Performance
Information

	 	Servicer

Trust Administrator

Depositor
	Any information required by 1121 which is
NOT included on the Monthly Statement
	 	 
	Item 2: Legal Proceedings

	 	(i) All parties to the PSA
	per Item 1117 of Reg AB

	 	(as to themselves), (ii) the
Depositor and servicer as to
the issuing entity, (iii)
the Depositor as to the
sponsor, any 1106(b)
originator, any 1100(d)(1)
party
	Item 3: Sale of Securities and Use of
Proceeds

	 	Depositor
	Item 4: Defaults Upon Senior Securities

	 	Trust Administrator
	Item 5: Submission of Matters to a Vote of
Security Holders

	 	Trust Administrator
	Item 6: Significant Obligors of Pool Assets

	 	Depositor
	Item 7: Significant Enhancement Provider
Information

	 	Depositor
	Item 8: Other Information

	 	Any party responsible for
disclosure items on Form 8-K
	Item 9: Exhibits

	 	Trust Administrator/Depositor






 









 






EXHIBIT P




ADDITIONAL FORM 10-K DISCLOSURE




	 	 	 
	Item on Form 10-K	 	Party Responsible
	Item 1B: Unresolved Staff Comments

	 	Depositor
	Item 9B: Other Information

	 	Any party responsible for

disclosure items on Form

8-K
	Item 15: Exhibits, Financial Statement
Schedules

	 	Trust Administrator

Depositor
	Additional Item:
Disclosure per Item 1117 of Reg AB

	 	(i) All parties to the PSA
(as to themselves), (ii)
the Trust Administrator and
Master Servicer as to the
issuing entity, (iii) the
Depositor as to the
sponsor, any 1106(b)
originator, any 1100(d)(1)
party
	Additional Item:
Disclosure per Item 1119 of Reg AB

	 	(i) All parties to the
Pooling and Servicing
Agreement as to themselves,
(ii) the Depositor as to he
sponsor, originator,
significant obligor,
enhancement or support
provider
	Additional Item:
	 	 
	Disclosure per Item 1112(b) of Reg AB

	 	Depositor
	Additional Item:
	 	 
	Disclosure per Items 1114(b) and 1115(b) of
Reg AB

	 	Depositor






 









 






EXHIBIT Q




FORM 8-K DISCLOSURE INFORMATION




	 	 	 
	Item on Form 8-K	 	Party Responsible
	Item 1.01- Entry into a Material Definitive
Agreement

	 	All parties (except the Trustee)
	Item 1.02- Termination of a Material
Definitive Agreement

	 	All parties (except the Trustee)
	Item 1.03- Bankruptcy or Receivership

	 	All parties (as to themselves)
	Item 2.04- Triggering Events that
Accelerate or Increase a Direct Financial
Obligation or an Obligation under an
Off-Balance Sheet Arrangement

	 	Depositor
	Item 3.03- Material Modification to Rights
of Security Holders

	 	Trust Administrator
	Item 5.03- Amendments of Articles of
Incorporation or Bylaws; Change of Fiscal
Year

	 	Depositor
	Item 6.01- ABS Informational and
Computational Material

	 	Depositor
	Item 6.02- Change of Servicer or Trust
Administrator

	 	Master Servicer, Trust

Administrator, Servicer
	Item 6.03- Change in Credit Enhancement or
External Support

	 	Depositor
	Item 6.04- Failure to Make a Required
Distribution

	 	Trust Administrator
	Item 6.05- Securities Act Updating
Disclosure

	 	Depositor
	Item 7.01- Reg FD Disclosure

	 	Depositor
	Item 8.01

	 	Depositor
	Item 9.01

	 	Depositor






 









 







[                                                            ],

     as [Trust Administrator] [Master Servicer]




By:                                                            ],
 
Name:

 Title:



 









 





SCHEDULE A



MORTGAGE LOAN SCHEDULE