exv4w1w1



 






EXHIBIT 4.1.1



SEQUOIA MORTGAGE TRUST 200_-_,



Issuer



and



                                                                                ,



Trustee



INDENTURE



Dated as of                      ___, 200___



Relating to



SEQUOIA MORTGAGE TRUST 200_-_



COLLATERALIZED MORTGAGE BONDS





 









 








     Cross-reference sheet showing the location in the indenture of the provisions inserted
pursuant to Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939.



	 	 	 	 	 	 	 
	TIA	 	 	 	Indenture Section	 
	Section 310
	 	 	 	 	 	 
	(a)
	 	(1)	 	 	6.08	 
	(a)
	 	(2)	 	 	6.09	 
	(a)
	 	(3)	 	 	6.14(2)	 
	(a)
	 	(4)	 	Not Applicable
	(a)
	 	(5)	 	 	6.08	 
	(b)
	 	 	 	 	6.08	 
	 
	 	 	 	 	6.10	 
	 
	 	 	 	 	11.05	 
	(c)
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Section 311
	 	 	 	 	 	 
	(a)
	 	 	 	 	6.13	 
	(b)
	 	 	 	 	6.13	 
	 
	 	 	 	 	 	 
	Section 312
	 	 	 	 	 	 
	(a)
	 	 	 	 	7.01(a)	 
	 
	 	 	 	 	7.02(a)	 
	(b)
	 	 	 	 	7.02(b)	 
	(c)
	 	 	 	 	7.02(c)	 
	 
	 	 	 	 	 	 
	Section 313
	 	 	 	 	 	 
	(a)
	 	 	 	 	7.03(a)	 
	(b)
	 	 	 	 	7.03(a)	 
	(c)
	 	 	 	 	7.03(a)	 
	 
	 	 	 	 	11.05	 
	(d)
	 	 	 	 	7.03(b)	 
	 
	 	 	 	 	 	 
	Section 314
	 	 	 	 	 	 
	(a)
	 	 	 	 	7.04	 
	 
	 	 	 	 	11.05	 
	 
	 	 	 	 	3.10	 
	(b)
	 	(1)	 	2.12(c)(viii)
	(b)
	 	(2)	 	 	3.06	 
	(c)
	 	(1)	 	 	2.12(d)	 
	 
	 	 	 	 	4.01	 
	 
	 	 	 	 	11.01	 
	(c)
	 	(2)	 	2.12(c)(ii)
	 
	 	 	 	 	4.01	 
	 
	 	 	 	 	11.01	 
	(c)
	 	(3)	 	 	1.01	 
	 
	 	 	 	 	2.12(f)	 
	(d)
	 	(1)	 	 	1.01	 
	 
	 	 	 	 	8.12	 
	(d)
	 	(2)	 	 	1.01	 
	 
	 	 	 	Not Applicable
	(d)
	 	(3)	 	 	1.01	 






i









 






	 	 	 	 	 	 	 
	     	 	 	 	 	 
	 
	 	 	 	 	2.12(f)	 
	(e)
	 	 	 	 	11.01	 
	 
	 	 	 	 	 	 
	Section 315
	 	 	 	 	 	 
	(a)
	 	 	 	 	6.01(b)	 
	 
	 	 	 	 	6.01(c)(1)	 
	(b)
	 	 	 	 	6.02	 
	 
	 	 	 	 	11.05	 
	(c)
	 	 	 	 	6.01(a)	 
	(d)
	 	 	 	 	6.01(c)	 
	(d)
	 	(1)	 	 	6.01(b)	 
	(d)
	 	(2)	 	 	6.01(c)(2)	 
	(d)
	 	(3)	 	 	6.01(c)(3)	 
	(e)
	 	 	 	 	5.16	 
	 
	 	 	 	 	 	 
	Section 316
	 	 	 	 	 	 
	(a)
	 	(1)     (A)	 	 	5.14	 
	 
	 	 	 	 	8.01	 
	(a)
	 	      (1)      (B)	 	 	5.15	 
	(a)
	 	(2)	 	Not Applicable
	(b)
	 	 	 	 	5.10	 
	(c)
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Section 317
	 	 	 	 	 	 
	(a)
	 	(1)	 	 	5.03	 
	(a)
	 	(2)	 	 	5.06	 
	(b)
	 	 	 	 	.3.03	 
	 
	 	 	 	 	 	 
	Section 318
	 	 	 	 	 	 
	(a)
	 	 	 	 	11.07	 






ii









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	PARTIES	 	 	1	 
	 
	 	 	 	 	 	 
	PRELIMINARY STATEMENT	 	 	1	 
	 
	 	 	 	 	 	 
	GRANTING CLAUSE	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	GENERAL DEFINITIONS
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II THE BONDS	 	 	22	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	FORMS GENERALLY
	 	 	22	 
	 
	 	 	 	 	 	 
	SECTION 2.02.

	 	FORMS OF BONDS AND CERTIFICATE OF AUTHENTICATION
	 	 	23	 
	 
	 	 	 	 	 	 
	SECTION 2.03.

	 	BONDS ISSUABLE IN CLASSES; PROVISIONS WITH RESPECT TO
PRINCIPAL AND INTEREST PAYMENTS
	 	 	23	 
	 
	 	 	 	 	 	 
	SECTION 2.04.

	 	DENOMINATIONS
	 	 	26	 
	 
	 	 	 	 	 	 
	SECTION 2.05.

	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	26	 
	 
	 	 	 	 	 	 
	SECTION 2.06.

	 	TEMPORARY BONDS
	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 2.07.

	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 2.08.

	 	MUTILATED, DESTROYED, LOST OR STOLEN BONDS
	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 2.09.

	 	PAYMENTS OF PRINCIPAL AND INTEREST
	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 2.10.

	 	PERSONS DEEMED OWNERS
	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 2.11.

	 	CANCELLATION
	 	 	30	 
	 
	 	 	 	 	 	 
	SECTION 2.12.

	 	AUTHENTICATION AND DELIVERY OF BONDS
	 	 	30	 
	 
	 	 	 	 	 	 
	SECTION 2.13.

	 	MATTERS RELATING TO BOOK ENTRY BONDS
	 	 	33	 
	 
	 	 	 	 	 	 
	SECTION 2.14.

	 	TERMINATION OF BOOK ENTRY SYSTEM
	 	 	34	 
	 
	 	 	 	 	 	 
	SECTION 2.15.

	 	ADDITIONAL BONDS
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	COVENANTS
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	PAYMENT OF BONDS
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 3.02.

	 	MAINTENANCE OF OFFICE OR AGENCY
	 	 	35	 






iii









 






	 	 	 	 	 	 	 
	SECTION 3.03.

	 	MONEY FOR BOND PAYMENTS TO BE HELD IN TRUST
	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 3.04.

	 	CORPORATE EXISTENCE OF OWNER TRUSTEE
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 3.05.

	 	PROTECTION OF TRUST ESTATE
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 3.06.

	 	OPINIONS AS TO TRUST ESTATE
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 3.07.

	 	PERFORMANCE OF OBLIGATIONS; MASTER SERVICING AGREEMENT
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 3.08.

	 	INVESTMENT COMPANY ACT
	 	 	39	 
	 
	 	 	 	 	 	 
	SECTION 3.09.

	 	NEGATIVE COVENANTS
	 	 	39	 
	 
	 	 	 	 	 	 
	SECTION 3.10.

	 	ANNUAL STATEMENT AS TO COMPLIANCE
	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 3.11.

	 	RECORDING OF ASSIGNMENTS
	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 3.12.

	 	LIMITATION OF LIABILITY OF 
	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	SATISFACTION AND DISCHARGE
	 	 	41	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	41	 
	 
	 	 	 	 	 	 
	SECTION 4.02.

	 	APPLICATION OF TRUST MONEY
	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	DEFAULTS AND REMEDIES
	 	 	42	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	EVENT OF DEFAULT
	 	 	42	 
	 
	 	 	 	 	 	 
	SECTION 5.02.

	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	43	 
	 
	 	 	 	 	 	 
	SECTION 5.03.

	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
	 	 	44	 
	 
	 	 	 	 	 	 
	SECTION 5.04.

	 	REMEDIES
	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 5.05.

	 	[RESERVED]
	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 5.06.

	 	TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 5.07.

	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF BONDS
	 	 	46	 
	 
	 	 	 	 	 	 
	SECTION 5.08.

	 	APPLICATION OF MONEY COLLECTED
	 	 	46	 
	 
	 	 	 	 	 	 
	SECTION 5.09.

	 	LIMITATION ON SUITS
	 	 	46	 
	 
	 	 	 	 	 	 
	SECTION 5.10.

	 	UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE PRINCIPAL AND
INTEREST
	 	 	47	 
	 
	 	 	 	 	 	 
	SECTION 5.11.

	 	RESTORATION OF RIGHTS AND REMEDIES
	 	 	47	 
	 
	 	 	 	 	 	 
	SECTION 5.12.

	 	RIGHTS AND REMEDIES CUMULATIVE
	 	 	47	 
	 
	 	 	 	 	 	 
	SECTION 5.13.

	 	DELAY OR OMISSION NOT WAIVER
	 	 	47	 






iv









 






	 	 	 	 	 	 	 
	SECTION 5.14.

	 	CONTROL BY BONDHOLDERS
	 	 	48	 
	 
	 	 	 	 	 	 
	SECTION 5.15.

	 	WAIVER OF PAST DEFAULTS
	 	 	48	 
	 
	 	 	 	 	 	 
	SECTION 5.16.

	 	UNDERTAKING FOR COSTS
	 	 	48	 
	 
	 	 	 	 	 	 
	SECTION 5.17.

	 	WAIVER OF STAY OR EXTENSION LAWS
	 	 	49	 
	 
	 	 	 	 	 	 
	SECTION 5.18.

	 	SALE OF TRUST ESTATE
	 	 	49	 
	 
	 	 	 	 	 	 
	SECTION 5.19.

	 	ACTION ON BONDS
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	THE TRUSTEE
	 	 	50	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	DUTIES OF TRUSTEE
	 	 	50	 
	 
	 	 	 	 	 	 
	SECTION 6.02.

	 	NOTICE OF DEFAULT
	 	 	52	 
	 
	 	 	 	 	 	 
	SECTION 6.03.

	 	RIGHTS OF TRUSTEE
	 	 	52	 
	 
	 	 	 	 	 	 
	SECTION 6.04.

	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF BONDS
	 	 	53	 
	 
	 	 	 	 	 	 
	SECTION 6.05.

	 	MAY HOLD BONDS
	 	 	53	 
	 
	 	 	 	 	 	 
	SECTION 6.06.

	 	MONEY HELD IN TRUST
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 6.07.

	 	COMPENSATION AND REIMBURSEMENT
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 6.08.

	 	ELIGIBILITY; DISQUALIFICATION
	 	 	55	 
	 
	 	 	 	 	 	 
	SECTION 6.09.

	 	TRUSTEE’S CAPITAL AND SURPLUS
	 	 	55	 
	 
	 	 	 	 	 	 
	SECTION 6.10.

	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	55	 
	 
	 	 	 	 	 	 
	SECTION 6.11.

	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	56	 
	 
	 	 	 	 	 	 
	SECTION 6.12.

	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
TRUSTEE
	 	 	56	 
	 
	 	 	 	 	 	 
	SECTION 6.13.

	 	PREFERENTIAL COLLECTION OF CLAIM AGAINST ISSUER
	 	 	57	 
	 
	 	 	 	 	 	 
	SECTION 6.14.

	 	CO-TRUSTEES AND SEPARATE TRUSTEES
	 	 	57	 
	 
	 	 	 	 	 	 
	SECTION 6.15.

	 	AUTHENTICATING AGENTS
	 	 	58	 
	 
	 	 	 	 	 	 
	SECTION 6.17.

	 	PAYMENT OF CERTAIN INSURANCE PREMIUMS
	 	 	59	 
	 
	 	 	 	 	 	 
	SECTION 6.18.

	 	SUBSTITUTION OF INSURANCE POLICIES, ETC.; NOTIFICATION OF RATING
AGENCIES
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	BONDHOLDERS’ LISTS AND REPORTS
	 	 	60	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF BONDHOLDERS
	 	 	60	 
	 
	 	 	 	 	 	 
	SECTION 7.02.

	 	RESERVATION OF INFORMATION; COMMUNICATIONS TO BONDHOLDERS
	 	 	60	 






v









 






	 	 	 	 	 	 	 
	SECTION 7.03.

	 	REPORTS BY TRUSTEE
	 	 	60	 
	 
	 	 	 	 	 	 
	SECTION 7.04.

	 	REPORTS BY ISSUER
	 	 	61	 
	 
	 	 	 	 	 	 
	SECTION 7.05.

	 	NOTICE TO THE RATING AGENCIES [AND TO BOND INSURER.]
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 	ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES
	 	 	61	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	COLLECTION OF MONEYS
	 	 	61	 
	 
	 	 	 	 	 	 
	SECTION 8.02.

	 	DISTRIBUTION ACCOUNT
	 	 	62	 
	 
	 	 	 	 	 	 
	SECTION 8.03.

	 	GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS
	 	 	62	 
	 
	 	 	 	 	 	 
	SECTION 8.04.

	 	PURCHASES OF DEFECTIVE PLEDGED MORTGAGES
	 	 	63	 
	 
	 	 	 	 	 	 
	SECTION 8.05.

	 	GRANT OF REPLACEMENT PLEDGED MORTGAGE
	 	 	64	 
	 
	 	 	 	 	 	 
	SECTION 8.06.

	 	REPORTS BY TRUSTEE TO BONDHOLDERS
	 	 	64	 
	 
	 	 	 	 	 	 
	SECTION 8.07.

	 	PREPARATION AND FILING OF REPORTS with the SEC
	 	 	66	 
	 
	 	 	 	 	 	 
	SECTION 8.08.

	 	TRUSTEE’S ANNUAL STATEMENT OF COMPLIANCE
	 	 	70	 
	 
	 	 	 	 	 	 
	Section 8.09.

	 	TRUSTEE’S ASSESSMENT OF COMPLIANCE AND ATTESTATION REPORT
	 	 	70	 
	 
	 	 	 	 	 	 
	SECTION 8.10.

	 	OTHER REPORTS BY TRUSTEE
	 	 	71	 
	 
	 	 	 	 	 	 
	SECTION 8.11.

	 	TRUST ESTATE; RELEASE AND DELIVERY OF MORTGAGE DOCUMENTS
	 	 	71	 
	 
	 	 	 	 	 	 
	SECTION 8.09.

	 	AMENDMENTS TO THE MASTER SERVICING AGREEMENT
	 	 	72	 
	 
	 	 	 	 	 	 
	SECTION 8.10.

	 	SERVICERS AND MASTER SERVICER AS AGENTS AND BAILEES OF TRUSTEE
	 	 	72	 
	 
	 	 	 	 	 	 
	SECTION 8.11.

	 	OPINION OF COUNSEL
	 	 	73	 
	 
	 	 	 	 	 	 
	SECTION 8.12.

	 	RELEASE OF PLEDGED MORTGAGES
	 	 	73	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 	SUPPLEMENTAL INDENTURES
	 	 	74	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS
	 	 	74	 
	 
	 	 	 	 	 	 
	SECTION 9.02.

	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS
	 	 	75	 
	 
	 	 	 	 	 	 
	SECTION 9.03.

	 	EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	76	 
	 
	 	 	 	 	 	 
	SECTION 9.04.

	 	EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	76	 
	 
	 	 	 	 	 	 
	SECTION 9.05.

	 	CONFORMITY WITH TRUST INDENTURE ACT
	 	 	76	 
	 
	 	 	 	 	 	 
	SECTION 9.06.

	 	REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES
	 	 	76	 
	 
	 	 	 	 	 	 
	SECTION 9.07.

	 	AMENDMENTS TO DEPOSIT TRUST AGREEMENT OR MASTER SERVICING
AGREEMENT
	 	 	77	 






vi









 






	 	 	 	 	 	 	 
	ARTICLE X

	 	REDEMPTION OF BONDS
	 	 	77	 
	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	SPECIAL REDEMPTION; REDEMPTION
	 	 	77	 
	 
	 	 	 	 	 	 
	SECTION 10.02.

	 	FORM OF REDEMPTION NOTICE
	 	 	78	 
	 
	 	 	 	 	 	 
	SECTION 10.03.

	 	BONDS PAYABLE ON OPTIONAL REDEMPTION DATE
	 	 	78	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	 	MISCELLANEOUS
	 	 	78	 
	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	78	 
	 
	 	 	 	 	 	 
	SECTION 11.02.

	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	79	 
	 
	 	 	 	 	 	 
	SECTION 11.03.

	 	ACTS OF BONDHOLDERS
	 	 	80	 
	 
	 	 	 	 	 	 
	SECTION 11.04.

	 	NOTICES, ETC. TO TRUSTEE AND ISSUER
	 	 	80	 
	 
	 	 	 	 	 	 
	SECTION 11.05.

	 	NOTICES AND REPORTS TO BONDHOLDERS; WAIVER OF
	 	 	81	 
	 
	 	 	 	 	 	 
	SECTION 11.06.

	 	RULES BY TRUSTEE AND AGENTS
	 	 	81	 
	 
	 	 	 	 	 	 
	SECTION 11.07.

	 	CONFLICT WITH TRUST INDENTURE ACT
	 	 	81	 
	 
	 	 	 	 	 	 
	SECTION 11.08.

	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	81	 
	 
	 	 	 	 	 	 
	SECTION 11.09.

	 	SUCCESSORS AND ASSIGNS
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.11.

	 	BENEFITS OF INDENTURE
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.12.

	 	LEGAL HOLIDAYS
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.13.

	 	GOVERNING LAW
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.14.

	 	COUNTERPARTS
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.15.

	 	RECORDING OF INDENTURE
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.16.

	 	ISSUER OBLIGATION
	 	 	82	 
	 
	 	 	 	 	 	 
	SECTION 11.17.

	 	INSPECTION
	 	 	83	 
	 
	 	 	 	 	 	 
	SECTION 11.18.

	 	USURY
	 	 	83	 
	 
	 	 	 	 	 	 
	SECTION 11.19.

	 	NO PETITION
	 	 	83	 
	 
	 	 	 	 	 	 
	ARTICLE XII

	 	THE BOND INSURER
	 	 	83	 
	 
	 	 	 	 	 	 
	SECTION 12.01.

	 	CERTAIN MATTERS REGARDING THE BOND INSURER AND THE BOND INSURANCE
POLICY
	 	 	83	 






vii









 






EXHIBITS




	 	 	 	 	 
	EXHIBIT I

	 	LETTER AGREEMENT WITH THE DEPOSITORY
	 	I-1
	 
	 	 	 	 
	EXHIBIT II

	 	FORM OF SENIOR BOND
	 	II-1
	 
	 	 	 	 
	EXHIBIT III

	 	FORM OF A CLASS [B-1] BOND
	 	III-1
	 
	 	 	 	 
	EXHIBIT IV

	 	FORM OF A CLASS [B-2] BOND
	 	IV-1
	 
	 	 	 	 
	EXHIBIT V

	 	FORM OF BOND INSURANCE POLICY
	 	V-1
	 
	 	 	 	 
	EXHIBIT VI

	 	FORM OF CERTIFICATION TO BE
PROVIDED TO MANAGER BY THE TRUSTEE
	 	VI-1
	 
	 	 	 	 
	EXHIBIT VII

	 	SERVICING CRITERIA
	 	VII-1
	 
	 	 	 	 
	EXHIBIT VIII

	 	ADDITIONAL FORM 10-D DISCLOSURE
	 	VIII
	 
	 	 	 	 
	EXHIBIT IX

	 	ADDITIONAL FORM 10-K DISCLOSURE
	 	IX
	 
	 	 	 	 
	EXHIBIT X

	 	FORM 8-K DISCLOSURE
INFORMATION
	 	X







ii









 






PARTIES




     INDENTURE, dated as of                      ___, 200___(as amended or supplemented from time to
time as permitted hereby, the “Indenture”), between Sequoia Mortgage Trust 200___-___(herein, together
with its permitted successors and assigns, called the “Issuer”), a statutory business trust created
under the Deposit Trust Agreement (as defined herein), and                                         , a
                     corporation, as trustee (together with its permitted successors in the trusts
hereunder, the “Trustee”).



PRELIMINARY STATEMENT




     The Issuer has duly authorized the execution and delivery of this Indenture to provide
for its Collateralized Mortgage Bonds, (the “Bonds”), issuable as provided in this Indenture. All
covenants and agreements made by the Issuer herein are for the benefit and security of the Holders
of the Bonds. The Issuer is entering into this Indenture, and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.



     All things necessary to make this Indenture a valid agreement of the Issuer in accordance with
its terms have been done.



GRANTING CLAUSE




     The Issuer hereby Grants to the Trustee, for the exclusive benefit of the Holders of the
Bonds [and the Bond Insurer], all of the Issuer’s right, title and interest in and to (a) the
Pledged Mortgages identified in Schedule A to this Indenture, including the related Mortgage
Documents, which the Issuer has caused to be delivered to the Trustee herewith, and all interest
and principal received or receivable by the Issuer on or with respect to the Pledged Mortgages
after the Cut-Off Date and all interest and principal payments on the Pledged Mortgages received
prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but
not including payments of interest and principal due and payable on the Pledged Mortgages on or
before the Cut-off Date, and all other proceeds received in respect of such Pledged Mortgages, (b)
the Issuer’s rights under the Master Servicing Agreement, (c) the Insurance Policies, (d) all cash,
instruments or other property held or required to be deposited in the Bond Account or the
Distribution Account (exclusive of any earnings on investments made with funds deposited in the
Distribution Account or the Bond Account) and (e) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid assets, including, without
limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Such Grants are
made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or
distinction between any Bond and any other Bond by reason of difference in time of issuance or
otherwise, and to secure (i) the payment of all amounts due on the Bonds in accordance with their
terms, (ii) the payment of all other sums payable under this Indenture with respect to the Bonds
and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. All
terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the
meanings given in said Section.



     The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the
provisions of this Indenture and agrees to perform the duties herein required to the best of its
ability to the end that the interests of the Holders of the Bonds [and the Bond Insurer] may be
adequately and effectively protected.



     [The Trustee agrees that it will hold any proceeds of any claim made upon the Bond Insurance
Policy, solely for the use and benefit of the Bondholders in accordance with the terms hereof and
of the Bond Insurance Policy.]



1









 





ARTICLE I



DEFINITIONS



     SECTION 1.01. GENERAL DEFINITIONS.



     Except as otherwise specified or as the context may otherwise require, the following
terms have the respective meanings set forth below for all purposes of this Indenture, and the
definitions of such terms are applicable to the singular as well as to the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever
reference is made herein to an Event of Default or a Default known to the Trustee or of which the
Trustee has notice or knowledge, such reference shall be construed to refer only to an Event of
Default or Default of which the Trustee is deemed to have notice or knowledge pursuant to Section
6.01(d). All other terms used herein which are defined in the Trust Indenture Act (as hereinafter
defined), either directly or by reference therein, have the meanings assigned to them therein.



     “ACCOUNTANT”: A Person engaged in the practice of accounting who (except when this Indenture
provides that an Accountant must be Independent) may be employed by or affiliated with the Issuer
or an Affiliate of the Issuer.



     “ACCRUAL DATE”: The date upon which interest begins accruing on the Bonds, such date being
                     ___, 200___.



     “ACT”: With respect to any Bondholder, as defined in Section 11.03.



     “ADDITIONAL FORM 10-D DISCLOSURE”: As defined in Section 8.07(a)(i).



     “ADDITIONAL FORM 10-K DISCLOSURE”: As defined in Section 8.07(b)(i).



     “ADDITIONAL MORTGAGE COLLATERAL”: Pledged Mortgages pledged to the Trustee following the
Closing Date in connection with the issuance of Additional Bonds pursuant to Section [___] hereof,
provided that following such pledge, aggregate Pledged Mortgages then pledged to secure the Bonds
are within the following parameters: (i) the percentage of the Pledged Mortgages which are [fixed
interest rate] mortgage loans will not exceed ___%, (ii) the percentage of Pledged Mortgages which
are [adjustable rate] mortgage loans will not exceed ___%, (iii) the percentage of Pledged Mortgages
that contain “due-on-sale” clauses will not exceed ___%, (iv) the percentage of Pledged Mortgages
secured by investor properties will not exceed ___%, (v) the weighted average original Loan-to-Value
Ratio of the Pledged Mortgages will not exceed ___%, (vi) the percentage of Pledged Mortgages
originated pursuant to a “limited documentation” program will not exceed ___%, (vii) the percentage
of Pledged Mortgages having an original Loan-to-Value Ratio in excess of 80% that will be covered
by a primary mortgage loan insurance policy will equal at least ___%, (viii) the percentage of
Pledged Mortgages which are cash-out refinance mortgages will not exceed ___% and (ix) the
percentage of Pledged Mortgages that are delinquent by one or more scheduled payments will not
exceed ___%.



     “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.




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     “ADJUSTED NET MORTGAGE RATE”: As to each Pledged Mortgage and at any time, the per annum rate
equal to the Mortgage Rate less the sum of the Master Servicing Fee Rate and the related Servicing
Fee Rate.



     “ADJUSTMENT DATE”: As to any Pledged Mortgage, the date on which the related Mortgage Rate
adjusts [annually] after a period of ___year[s] following origination, in accordance with the
terms of the related Mortgage Note.



     “ADVANCE”: The payment required to be made by the Master Servicer with respect to any Payment
Date pursuant to Section 4 of the Master Servicing Agreement, 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 the applicable Servicing Fee and net of any net income in the case of any REO Property) on the
Pledged Mortgages 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 has determined would constitute a Nonrecoverable Advance if
advanced.



     “AFFILIATE”: With respect to any 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.



     “AGENT”: Any Bond Registrar, Paying Agent or Authenticating Agent.



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



     “ASSIGNMENTS”: Collectively (i) the original instrument of assignment of a Mortgage,
including any interim assignments from the originator or any other holder of any Pledged Mortgage,
and (ii) the original instrument of assignment of such Mortgage, made by the Issuer to the Trustee
(which in either case may, to the extent permitted by the laws of the state in which the related
Mortgaged Property is located, be a blanket instrument of assignment covering other Mortgages as
well and which may also, to the extent permitted by the laws of the state in which the related
Mortgaged Property is located, be an instrument of assignment running directly from the mortgagee
of record under the related Mortgage to the Trustee).



     “AUTHENTICATING AGENT”: The Person, if any, appointed as Authenticating Agent by the Trustee
at the request of the Issuer pursuant to Section 6.15, until any successor Authenticating Agent for
the Bonds is named, and thereafter “Authenticating Agent” shall mean such successor.



     “AUTHORIZED OFFICER”: Any officer of the Owner Trustee who is authorized to act for the Owner
Trustee in respect of the Issuer and whose name appears on a list of such authorized officers
furnished by the Owner Trustee to the Trustee, as such list may be amended or supplemented from
time to time, and any officer of the Issuer who is authorized to act pursuant to the Deposit Trust
Agreement and whose name appears on a list furnished by the Depositor to the Owner Trustee and the
Trustee, as such list may be amended or supplemented from time to time.



     “AVAILABLE FUNDS”: As defined in Section 1 of the Master Servicing Agreement.



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     “BACK-UP CERTIFICATION”: the certification as defined in Section 8.07(e).



     “BANK”:                                         , a Delaware banking corporation, in its individual capacity
and not as Owner Trustee.



     “BANKRUPTCY CODE”: The United States Bankruptcy Reform Act of 1978, as amended.



     “BENEFICIAL OWNER”: With respect to a Book Entry Bond, the Person who is the beneficial owner
of such Book Entry Bond.



     “BOND ACCOUNT”: The separate Eligible Account or Accounts created and maintained by the
Master Servicer pursuant to Section 3(h)(v) of the Master Servicing Agreement with a depository
institution in the name of the Master Servicer for the benefit of the Trustee on behalf of
Bondholders and designated “Sequoia Mortgage Holdings, Inc. in trust for the registered holders of
Sequoia Mortgage Trust 200_-___Collateralized Mortgage Bonds, Series 200_-_”.



     “BOND DISTRIBUTION AMOUNT”: As to any Payment Date, an amount equal to the sum of (i) the
Senior Interest Payment Amount, (ii) the Senior Principal Payment Amount, (iii) the Class [B-1]
Interest Payment Amount, (iv) the Class [B-1] Principal Payment Amount, (v) the Class [B-2]
Interest Payment Amount and (vi) the Class [B-2] Principal Payment Amount.



     “BOND PAYMENT AMOUNT”: As to any Payment Date, an amount equal to the sum of (i) the Senior
Interest Payment Amount, (ii) the Senior Principal Payment Amount, (iii) the Class [B-1] Interest
Payment Amount, (iv) the Class B- 1 Principal Payment Amount, (v) the Class [B-2] Interest Payment
Amount and (vi) the Class [B-2] Principal Payment Amount, in each case for such Payment Date.



     “BONDHOLDER” OR “HOLDER”: The Person in whose name a Bond is registered in the Bond Register.



     “BOND INSURANCE POLICY”: Any financial guaranty insurance policy covering any Bonds or Class
of Bonds of any Series.



     “BOND INSURER”: The issuer of any Bond Insurance Policy.



     “BOND INTEREST RATE”: The Senior Bond Interest Rate, the Class [B-1] Bond Interest Rate or
the Class [B-2] Bond Interest Rate, as applicable.



     “BOND REGISTER” AND “BOND REGISTRAR”: As defined in Section 2.07.



     “BONDS”: Any bonds authorized by, and authenticated and delivered under, this Indenture.



     “BOOK ENTRY BONDS”: The Bonds shall be registered in the name of the Depository or its
nominee, ownership of which is reflected on the books of the Depository or on the books of a Person
maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such Depository).



     “BUSINESS DAY”: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the City of New York, New York or the State of California or the city in which the
Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive
order to be closed.



     “CERTIFICATE INTEREST RATE”: As defined in Section 1 of the Master Servicing Agreement.



4









 





     “CLASS”: Collectively, all of the Bonds bearing the same class designation. The Bonds are
divided into Classes as provided in Section 2.03.



     “CLASS [B-1] INTEREST CARRYOVER SHORTFALL”: The amount by which sum of (i) the interest at
the Class [B-1] Bond Interest Rate on the Class [B-1] Principal Amount and (ii) the interest at the
Class [B-1] Bond Interest Rate on any Class [B-1] Principal Carryover Shortfall, on each prior
Payment Date, exceeded the amount actually distributed as interest on such prior Payment Dates and
not subsequently distributed.



     “CLASS [B-1] BOND INTEREST RATE”: With respect to any Interest Accrual Period, the annual
rate at which interest accrues on the Class [B-1] Bonds as specified in such Bonds and in Section
2.03(c).



     “CLASS [B-1] INTEREST PAYMENT AMOUNT”: As to any Payment Date, the sum of (i) interest at the
Class [B-1] Bond Interest Rate on the Class [B-1] Principal Amount, (ii) interest at the Class
[B-1] Bond Interest Rate on any Class [B-1] Principal Carryover Shortfall, (iii) the Class [B-1]
Interest Carryover Shortfall and (iv) interest at the Class [B-1] Bond Interest Rate on any Class
[B-1] Interest Carryover Shortfall.



     “CLASS [B-1] PERCENTAGE”: As to any Payment Date, the percentage equivalent of a fraction the
numerator of which is the Class [B-1] Principal Amount immediately prior to such date and the
denominator of which is the sum of (i) the Senior Class Principal Amount, (ii) the Class [B-1]
Principal Amount, (iii) the Class [B-2] Principal Amount and (iv) the Invested Amount, in each case
immediately prior to such date.



     “CLASS [B-1] PRINCIPAL AMOUNT”: As to any Payment Date is the lesser of (i) the aggregate of
the Stated Principal Balances of the Pledged Mortgages, less the Senior Class Principal Amount
immediately prior to such date, and (ii) the Original Class [B-1] Principal Amount reduced by all
amounts previously distributed to holders of the Class [B-1] Bonds as payments of principal.



     “CLASS [B-1] PRINCIPAL CARRYOVER SHORTFALL”: As to any Payment Date, the excess of (i) the
Original Class [B-1] Principal Amount reduced by all amounts previously distributed to holders of
the Class [B-1] Bonds as payments of principal or Class [B-1] Principal Carryover Shortfall, over
(ii) the Class [B-1] Principal Amount immediately prior to such date.



     “CLASS [B-1] PRINCIPAL PAYMENT AMOUNT”: As to any Payment Date, the sum of (i) the Class
[B-1] Percentage of the sum of (a) the principal portion of the Schedules Payment due on each
Pledged Mortgage [on the related Due Date], (b) the principal portion of the purchase price of each
Pledged Mortgage that was purchased by Redwood Trust or another person pursuant to the Mortgage
Loan Purchase Agreement [or by the Master Servicer in connection with any optional purchase by the
Master Servicer of a defaulted Pledged Mortgage] as of such Payment Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Pledged Mortgage received with respect to such
Payment Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Pledged Mortgages that are not yet Liquidated Pledged Mortgages received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to each Pledged
Mortgage that became a Liquidated Pledged Mortgage during the [calendar month] preceding the month
of such Payment Date, the Stated Principal Balance of such Pledged Mortgage and (f) all partial and
full principal prepayments by borrowers received during the related Prepayment Period and (ii) any
Class [B-1] Principal Carryover Shortfall.



     “CLASS [B-2] BOND INTEREST RATE”: With respect to any Interest Accrual Period, the annual
rate at which interest accrues on the Class [B-2] Bonds as specified in such Bonds and in Section
2.03(c).



5









 





     “CLASS [B-2] INTEREST CARRYOVER SHORTFALL”: The amount by which sum of (i) the interest at
the Class [B-2] Bond Interest Rate on the Class [B-2] Principal Amount and (ii) the interest at the
Class [B-2] Bond Interest Rate on any Class [B-2] Principal Carryover Shortfall, on each prior
Payment Date, exceeded the amount actually distributed as interest on such prior Payment Dates and
not subsequently distributed.



     “CLASS [B-2] INTEREST PAYMENT AMOUNT”: As to any Payment Date, the sum of (i) interest at the
Class [B-2] Bond Interest Rate on the Class [B-2] Principal Amount, (ii) interest at the Class
[B-2] Bond Interest Rate on any Class [B-2] Principal Carryover Shortfall, (iii) the Class [B-2]
Interest Carryover Shortfall and (iv) interest at the Class [B-2] Bond Interest Rate on any Class
[B-2] Interest Carryover Shortfall.



     “CLASS [B-2] PERCENTAGE”: As to any Payment Date, the percentage equivalent of a fraction the
numerator of which is the Class [B-2] Principal Amount immediately prior to such date and the
denominator of which is the sum of (i) the Senior Class Principal Amount, (ii) the Class [B-1]
Principal Amount, (iii) the Class [B-2] Principal Amount and (iv) the Invested Amount, in each case
immediately prior to such date.



     “CLASS [B-2] PRINCIPAL AMOUNT”: As to any Payment Date is the lesser of (i) the aggregate of
the Stated Principal Balances of the Pledged Mortgages, less the sum of the Senior Class Principal
Amount and the Class [B-1] Principal Amount, in each case immediately prior to such date, and (ii)
the Original Class [B-2] Principal Amount reduced by all amounts previously distributed to holders
of the Class [B-2] Bonds as payments of principal.



     “CLASS [B-2] PRINCIPAL CARRYOVER SHORTFALL”: As to any Payment Date, the excess of (i) the
Original Class [B-2] Principal Amount reduced by all amounts previously distributed to holders of
the Class [B-2] Bonds as payments of principal or Class [B-2] Principal Carryover Shortfall, over
(ii) the Class [B-2] Principal Amount immediately prior to such date.



     “CLASS [B-2] PRINCIPAL PAYMENT AMOUNT”: As to any Payment Date, the sum of (i) the Class
[B-2] Percentage of the sum of (a) the principal portion of the Scheduled Payment due on each
Pledged Mortgage [on the related Due Date], (b) the principal portion of the purchase price of each
Pledged Mortgage that was purchased by Redwood Trust or another person pursuant to the Mortgage
Loan Purchase Agreement [or by the Master Servicer in connection with any optional purchase by the
Master Servicer of a defaulted Pledged Mortgage] as of such Payment Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Pledged Mortgage received with respect to such
Payment Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Pledged Mortgages that are not yet Liquidated Pledged Mortgages received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to each Pledged
Mortgage that became a Liquidated Pledged Mortgage during the [calendar month] preceding the month
of such Payment Date, the Stated Principal Balance of such Pledged Mortgage and (f) all partial and
full principal prepayments by borrowers received during the related Prepayment Period and (ii) any
Class [B-2] Principal Carryover Shortfall.



     “CLASS INTEREST SHORTFALL”: As to any Payment Date, the Senior Interest Shortfall, the Class
[B-1] Interest Carryover Shortfall or the Class [B-2] Interest Carryover Shortfall, as applicable.



     “CLASS PRINCIPAL AMOUNT”: The Senior Class Principal Amount, the Class [B-1] Principal Amount
or the Class [B-2] Principal Amount, as applicable.



     “CLOSING DATE”:                      ___, 200___.



6









 





     “CODE”: The Internal Revenue Code of 1986, including any successor or amendatory provisions.



     “COMMISSION”: Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or if at any time such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the body performing
such duties at such time under the Trust Indenture Act or similar legislation replacing the Trust
Indenture Act.



     “CONTROLLING CLASS”: The Class [A-1] Bonds or, if the Class [A-1] Bonds are no longer
Outstanding, the most senior Class of Subordinated Bonds then Outstanding.



     “COOPERATIVE LOAN”: As defined in Section 1 of the Master Servicing Agreement.



     “COOPERATIVE SHARES”: As defined in Section 1 of the Master Servicing Agreement.



     “CORPORATE TRUST OFFICE”: The principal corporate trust office of the Trustee located at
                                        , or at such other address as the Trustee may
designate from time to time by notice to the Bondholders and the Issuer, or the principal corporate
trust office of any successor Trustee.



     “CUT-OFF DATE”:                      ___, 200___.



     “DEBT SERVICE REDUCTION”: With respect to any Pledged Mortgage, a reduction by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Pledged Mortgage 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.



     “DEFAULT”: Any occurrence which is, or with notice or the lapse of time or both would become,
an Event of Default.



     “DEFAULTED PLEDGED MORTGAGE”: The meaning specified in Section 8.04(e).



     “DEFICIENT VALUATION”: With respect to any Pledged Mortgage, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding
indebtedness under the Pledged Mortgage, 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 BONDS”: Bonds other than Book Entry Bonds.



     “DELETED PLEDGED MORTGAGE”: As defined in Section 5 of the Master Servicing Agreement.



     “DENOMINATION”: With respect to each Bond, the amount set forth on the face thereof as the
“Initial Principal Amount of this Bond”.



     “DEPOSITOR”: Sequoia Mortgage Funding Corporation, a Delaware corporation.



     “DEPOSITORY”: The initial Depository with respect to each Class of Book Entry Bonds shall be
The Depository Trust Company of New York, the nominee for which is Cede & Co. The Depository shall
at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial
Code of the State of New York.



7









 





     “DEPOSITORY PARTICIPANTS”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.



     “DEPOSIT TRUST AGREEMENT”: The Amended and Restated Deposit Trust Agreement, dated as of
                      ___, 200___, between the Bank and the Depositor, creating the Issuer, as such Deposit
Trust Agreement may be amended or supplemented from time to time.



     “DEPOSITOR”: Sequoia Mortgage Funding Corporation, a Delaware corporation, or its
successors-in-interest.



     “DETERMINATION DATE”: As to any Payment Date, the ___th day of each month or if such ___th
day is not a Business Day the next succeeding Business Day; provided, however, that if such next
succeeding Business Day is less than two Business Days prior to the related Payment Date, then the
Determination Date shall be the next Business Day preceding the ___th day of such month.



     “DISTRIBUTION ACCOUNT”: The separate Eligible Account created and maintained by the Trustee
pursuant to Section 8.02 in the name of the Trustee for the benefit of the Bondholders and
designated “                                         in trust for registered holders of Sequoia Mortgage Trust 200_-_,
Collateralized Mortgage Bonds. Funds in the Distribution Account shall be held in trust for the
Bondholders for the uses and purposes set forth in this Indenture.



     “DISTRIBUTION ACCOUNT DEPOSIT DATE”: As to any Payment Date, [12:30 p.m. Pacific time] on the
Business Day immediately preceding such Payment Date.



     “DUE DATE”: The first day of each month.



     [“DUFF & PHELPS”: Duff & Phelps Credit Rating Company, or any successor thereto. For purposes
of Section 11.04 the address for notices to Duff & Phelps shall be Duff & Phelps Credit Rating
Company, 55 E. Monroe Street, 35th Floor, Chicago, Illinois 60603, Attention: MBS Monitoring, or
such other address as Duff & Phelps may hereafter furnish to the Issuer and the Master Servicer.]



     “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 and to each Rating Agency, the Bondholders 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.



     “ESCROW ACCOUNT”: As defined in Section 1 of the Master Servicing Agreement.



     “EVENT OF DEFAULT”: The meaning specified in Section 5.01.



8









 





     “EXPENSE RATE”: As to each Pledged Mortgage, the sum of the related Servicing Fee Rate, the
Master Servicing Fee Rate and Trustee Fee Rate.



     “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.



     “FIRREA”: The Financial Institutions Reform, Recovery and Enforcement Act of 1989.



     [“FITCH”: Fitch Investors Service, L.P., or any successor thereto. For purposes of Section
11.04 the address for notices to Fitch shall be Fitch Investors Service, L.P., One State Street
Plaza, New York, New York 10004, Attention: Residential Mortgage Surveillance Group, or such other
address as Fitch may hereafter furnish to the Issuer and the Master Servicer.]



     “FNMA”: 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.



     “FORM 8-K DISCLOSURE INFORMATION”: as defined in Section 8.07(c)(i).



     “GRANT”: To grant, bargain, sell, warrant, alienate, remise, release, convey, assign,
transfer, mortgage, pledge, create and grant a security interest in, deposit, set-over and confirm.
A Grant of a Pledged Mortgage and related Mortgage Documents, a Permitted Investment, the Master
Servicing Agreement, an Insurance Policy, or any other instrument shall include all rights, powers
and options (but none of the obligations) of the Granting party thereunder, including, without
limitation, the immediate and continuing right to claim for, collect, receive and give receipts for
principal and interest payments thereunder, Insurance Proceeds, condemnation awards, purchase
prices and all other moneys payable thereunder and all proceeds thereof, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or receive thereunder or
with respect thereto.



     “HIGHEST LAWFUL RATE”: The meaning specified in Section 11.18.



     “HOLDER”: The holder of Bonds issued pursuant to this Indenture.



     “INDENTURE” or “THIS INDENTURE”: This instrument as originally executed and, if from time to
time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, as so supplemented or amended. All references in this instrument
to designated “Articles”, “Sections”, “Subsections” and other subdivisions are to the designated
Articles, Sections, Subsections and other subdivisions of this instrument as originally executed.
The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.



     “INDEPENDENT”: When used with respect to any specified Person means such a Person who (i) is
in fact independent of the Issuer and any other obligor upon the Bonds, (ii) does not have any
direct financial interest or any material indirect financial interest in the Issuer or in any such
other obligor or in an Affiliate of the Issuer or such other obligor and (iii) is not connected
with the Issuer or any such other obligor as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions. Whenever it is herein provided that any
Independent Person’s opinion or certificate shall be furnished to the Trustee, such Person shall be
appointed by an Issuer Order and with the approval



9









 




of the Trustee, which approval shall not be unreasonably withheld, and such opinion or
certificate shall state that the signer has read this definition and that the signer is Independent
within the meaning hereof.




     “INDEX”: As to (a) each Pledged Mortgage, the index from time to time in effect for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note and (b) either Bond
Interest Rate and any Payment Date, the weekly average yield on United States Treasury Securities
adjusted to a constant maturity of one year as made available by the Federal Reserve Board and most
recently available as of 45 days prior to the first day of the month preceding the month in which
such Payment Date occurs.



     “INDIRECT PARTICIPANT”: A broker, dealer, bank or other financial institution or other Person
that clears through or maintains a custodial relationship with a Depository Participant.



     “INDIVIDUAL BOND”: A Bond of an original principal amount of $___; a Bond of an original
principal amount in excess of $___shall be deemed to be a number of Individual Bonds equal to
the quotient obtained by dividing such original principal amount by $___.



     “INSURANCE POLICY”: With respect to any Pledged Mortgage, 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 an insurer pursuant to any Insurance Policy, in each
case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.



     “INSURED EXPENSES”: Expenses covered by an Insurance Policy or any other insurance policy
with respect to the Pledged Mortgages.



     “INTEREST ACCRUAL PERIOD”: With respect to each Class of Bonds and any Payment Date, the
calendar month prior to the month of such Payment Date.



     “INTEREST CONVERSION DATE”: As to the Pledged Mortgages, the date on which the first
Adjustment Date occurs.



     “INTEREST PAYMENT AMOUNT”: The Senior Interest Payment Amount, the Class [B-1] Interest
Payment Amount, the Class [B-2] Interest Payment Amount or the Certificate Interest Payment Amount,
as applicable.



     “INVESTED AMOUNT”: As of any Payment Date, the lesser of (i) the aggregate of the Stated
Principal Balances of the Pledged Mortgages, less the sum of (x) the Senior Class Principal Amount,
(y) the Class [B-1] Principal Amount and (z) the Class [B-2] Principal Amount, in each case
immediately prior to such date, and (ii) the Original Invested Amount reduced by all amounts
previously distributed to the holder of the Investor Certificate in reduction of the Invested
Amount.



     “INVESTOR CERTIFICATE”: As defined in Section 1.01 of the Deposit Trust Agreement.



     “INVESTOR PERCENTAGE”: As of any Payment Date, the difference between 100% and the sum of the
Senior Percentage, the Class [B-1] Percentage and the Class [B-2] Percentage for such date.



     “ISSUER”: Sequoia Mortgage Trust 200_-___formed pursuant to the Deposit Trust Agreement.



     “ISSUER ORDER” and “ISSUER REQUEST”: A written order or request that is dated and signed in
the name of the Issuer by an Authorized Officer and delivered to the Trustee.



10









 





     “LETTER AGREEMENT”: With respect to the Book Entry Bonds, the letter agreement among the
Issuer, the Trustee and the Depository governing book entry transfers of, and certain other matters
with respect to, such Book Entry Bonds and attached as Exhibit I hereto.



     “LIQUIDATED PLEDGED MORTGAGE”: With respect to any Payment Date, a defaulted Pledged Mortgage
(including any REO Property) which was liquidated in the calendar month preceding the month of such
Payment Date and as to which the Master Servicer has certified (in accordance with the Master
Servicing Agreement) that it has received all amounts it expects to receive in connection with the
liquidation of such Pledged Mortgage including the final disposition of an REO Property.



     “LIQUIDATION PROCEEDS”: Amounts, including Insurance Proceeds, received in connection with
the partial or complete liquidation of defaulted Pledged Mortgages, 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,
less the sum of related unreimbursed Master Servicing Fees, Servicing Advances and Advances.



     “LOAN-TO-VALUE RATIO”: With respect to any Pledged Mortgage and as to any date of
determination, the fraction (expressed as a percentage) the numerator of which is the principal
balance of the related Pledged Mortgage at such date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.



     “MANAGEMENT AGREEMENT”: The agreement between the Trust and [      ], pursuant to
which the Trust has delegated certain administrative functions of the Trust to the Manager.



     “MANAGER”: The person acting in such capacity pursuant to the Management Agreement.



     “MARGIN”: As to each Pledged Mortgage, the percentage amount set forth on the related
Mortgage Note added to the Index in calculating the Mortgage Rate thereon.



     “MASTER SERVICER”:                                         , a                      corporation, as Master
Servicer under the Master Servicing Agreement, and its permitted successors and assigns thereunder.



     “MASTER SERVICING AGREEMENT”: The master servicing agreement dated as of                     ,
200___, among the Issuer, the Trustee and the Master Servicer, pursuant to which the Master Servicer
will be obligated to manage and supervise the administration and servicing of the Pledged Mortgages
securing the Bonds and each Servicer of the Pledged Mortgages, or its successors or assigns, as
such agreement may be amended or supplemented from time to time as permitted thereby.



     “MASTER SERVICING FEE”: As to each Pledged Mortgage and any Payment Date, an amount equal to
one month’s interest at the related Master Servicing Fee Rate on the Stated Principal Balance of
such Pledged Mortgage or, in the event of any payment of interest which accompanies a Principal
Prepayment in Full made by the Mortgagor, interest at the Master Servicing Fee Rate on the Stated
Principal Balance of such Pledged Mortgage for the period covered by such payment of interest,
subject to reduction as provided in Section 5(a) of the Master Servicing Agreement.



     “MASTER SERVICING FEE RATE”: With respect to each Mortgage Loan,                     % per annum.



     “MATURITY”: With respect to any Bond, the date on which the entire unpaid principal amount of
such Bond becomes due and payable as therein or herein provided, whether at the Stated Maturity of
the final installment of such principal or by declaration of acceleration, call for redemption or
otherwise.



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     “MAXIMUM RATE”: As to any Pledged Mortgage, the maximum rate set forth on the related
Mortgage Note at which interest can accrue on such Pledged Mortgage.



     [“MOODY’S”: Moody’s Investors Service, Inc., or any successor thereto. For purposes of
Section 11.04 the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99
Church Street, New York, New York 10007, Attention:                      or such other address as Moody’s
may hereafter furnish to the Issuer and the Master Servicer.]



     “MORTGAGE”: The mortgage, deed of trust or other instrument creating a first lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Note.



     “MORTGAGE DOCUMENTS”: The mortgage documents listed in Section 2(a)(i) of the Master
Servicing Agreement pertaining to a particular Pledged Mortgage and any additional documents
delivered to the Trustee to be added to the Mortgage Documents pursuant to the Master Servicing
Agreement.



     “MORTGAGE NOTE”: The original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Pledged Mortgage.



     “MORTGAGE RATE”: The annual rate of interest borne by a Mortgage Note from time to time.



     “MORTGAGED PROPERTY”: The underlying property securing a Pledged Mortgage, which, with
respect to a Cooperative Loan, is the related Cooperative Shares and Proprietary Lease.



     “MORTGAGOR”: The obligor(s) on a Mortgage Note.



     “NET MORTGAGE RATE”: As to any Pledged Mortgage and Payment Date, the related Mortgage Rate
as of the Due Date in the month preceding the month of such Payment Date reduced by the related
Expense Rate.



     “NET INTEREST SHORTFALLS”: As to any Payment Date, the amount by which the sum of (i) the
amount of interest which would otherwise have been received with respect to any Pledged Mortgage
that was the subject of a Relief Act Reduction and (ii) any Prepayment Interest Shortfalls, in each
case during the [calendar month] preceding the month of such Payment Date, exceeds the sum of (i)
the Master Servicing Fee for such period and (ii) the Certificate Interest Payment Amount, the
Invested Amount Payment and any other amounts payable to the holder of the Investor Certificate
described in [                    ].



     “NONRECOVERABLE ADVANCE”: Any portion of an Advance or Servicer Advance previously made or
proposed to be made by the Master Servicer or the related Servicer, as the case may be, that, in
the good faith judgment of the Master Servicer or such Servicer, will not be ultimately recoverable
by the Master Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise.



     “OFFICERS’ CERTIFICATE”: A certificate signed by two Authorized Officers.



     “OFFICER’S CERTIFICATE OF THE MASTER 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 the Master Servicer, or (ii) if provided for
herein, signed by a Servicing Officer, as the case may be, and delivered to the Trustee, as
required hereby.



     “OPERATIVE AGREEMENTS”: The meaning ascribed thereto in the Deposit Trust Agreement.



12









 





     “OPINION OF COUNSEL”: A written opinion of counsel who may, except as otherwise expressly
provided in this Indenture, be counsel for the Issuer, and who shall be reasonably satisfactory to
the Trustee.



     “OPTIONAL REDEMPTION DATE”: With respect to the Bonds which are subject to optional
redemption, the date on which Bonds may be redeemed pursuant to Section 10.01.



     “OPTIONAL REDEMPTION RECORD DATE”: The meaning specified in Section 10.02.



     “ORIGINAL CLASS [B-1] PRINCIPAL AMOUNT”: $                    .



     “ORIGINAL CLASS [B-2] PRINCIPAL AMOUNT”: $                    .



     “ORIGINAL INVESTED AMOUNT”: $                    .



     “ORIGINAL PLEDGED MORTGAGES”: The Pledged Mortgages listed on the Pledged Mortgage Schedule
and granted to the Trustee on the Closing Date.



     “ORIGINAL SENIOR CLASS PRINCIPAL AMOUNT”: $                                        .



     “ORIGINAL SUBORDINATION AMOUNT”: The sum of the Original Subordinated Class Principal Amount
and the Original Invested Amount.



     “OTS”: The Office of Thrift Supervision.



     “OUTSTANDING”: As of the date of determination, all Bonds theretofore authenticated and
delivered under this Indenture except:




	 	(i)	 	Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond
Registrar for cancellation;
	 
	 	(ii)	 	Bonds or portions thereof for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Issuer) in trust for the Holders of such Bonds; provided, however, that
if such Bonds are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor, satisfactory to the Trustee, has been
made;
	 
	 	(iii)	 	Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is
presented that any such Bonds are held by a bona fide purchaser (as defined by the
Uniform Commercial Code of the applicable jurisdiction); and
	 
	 	(iv)	 	Bonds alleged to have been destroyed, lost or stolen for which replacement
Bonds have been issued as provided for in Section 2.08;




provided, however, that in determining whether the Holders of the requisite percentage of the
aggregate Class Principal Amount of the Outstanding Bonds have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Bonds owned by the Issuer, any other
obligor upon the Bonds or any Affiliate of the Issuer or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded. Bonds so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so




13









 







to act with respect to such Bonds and that the pledgee is not the Issuer, any other obligor upon
the Bonds or any Affiliate of the Issuer or such other obligor.




     “OUTSTANDING PLEDGED MORTGAGE”: As of any Due Date, a Pledged Mortgage with a Stated
Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full
prior to such Due Date and which did not become a Liquidated Pledged Mortgage prior to such Due
Date.



     “OWNER”: The meaning ascribed thereto in the Deposit Trust Agreement.



     “OWNER TRUSTEE”: __________________________, a ___________ banking corporation, not in its
individual capacity but solely as Owner Trustee under the Deposit Trust Agreement, until a
successor Person shall have become the Owner Trustee pursuant to the applicable provisions of the
Deposit Trust Agreement, and thereafter “Owner Trustee” shall mean such successor Person.



     “PAYING AGENT”: The Trustee or any other depository institution or trust company that is
authorized by the Issuer pursuant to Section 3.03 to pay the principal of, or interest on, any
Bonds on behalf of the Issuer.



     “PAYMENT DATE”: The ___th day of each [calendar month] after the initial issuance of the
Bonds or, if such ___th day is not a Business Day, the next succeeding Business Day, commencing in
                     200___.



     “PAYMENT DATE STATEMENT”: Shall have the meaning specified in Section 8.06.



     [“PERIODIC RATE CAP”: As to any Pledged Mortgage and any Adjustment Date, the maximum
percentage increase or decrease to the related Mortgage Note on any such Adjustment Date, as
specified in the related Mortgage Note.]



     “PERMITTED ENCUMBRANCE”: Any lien, charge, security interest, mortgage or other encumbrance
Granted by the Issuer in the Trust Estate, provided that:




	 	(i)	 	such lien, charge, security interest, mortgage or encumbrance extends only to a
portion of the Trust Estate which is limited to cash deliverable or payable to the
Issuer pursuant to Section 8.01 or Section 8.02(d);
	 
	 	(ii)	 	such lien, charge, security interest, mortgage or other encumbrance secures
indebtedness which the Issuer is permitted to incur under the terms of this Indenture;
and
	 
	 	(iii)	 	the beneficiary of such lien, charge, security interest, mortgage or other
encumbrance has agreed that in connection with the enforcement thereof it will not
bring any Proceeding seeking, or which would result in, the sale of any portion of the
Trust Estate and will not file any petition for the commencement of insolvency
proceedings with respect to the Issuer under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future federal or state bankruptcy,
insolvency or similar law, or for the appointment of any receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Issuer or
of any of its property, or seeking an order for the winding up or liquidation of the
affairs of the Issuer.





     “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;




14









 






	 	(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
Rating Agency, or such lower rating as will not result in the downgrading or withdrawal
of the ratings then assigned to the Bonds 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, or such lower rating
as will not result in the downgrading or withdrawal of the ratings then assigned to the
Bonds 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 Investor’s service, Inc. 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 will not result in the
downgrading or withdrawal of the ratings then assigned to the Bonds 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 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 will not result in the downgrading or withdrawal of the ratings
then assigned to the Bonds 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 highest applicable rating by each Rating Agency or such lower rating as will not
result in a change in the rating then assigned to the Bonds by each Rating Agency;
	 
	 	(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 will not result
in a




15









 






	 	 	 	change in the rating then specified stated maturity and bearing interest or sold at
a discount acceptable to each Rating Agency as will not result in the downgrading or
withdrawal of the ratings then assigned to the Bonds by the Rating Agencies; and
	 
	 	(xi)	 	such other investments having a specified stated maturity and bearing interest
or sold at a discount acceptable to the Rating Agencies as will not result in the
downgrading or withdrawal of the ratings then assigned to the Bonds by the Rating
Agencies;




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 or (ii) such instrument would require the Issuer to register as an investment company
under the Investment Company Act of 1940, as amended.




     “PERSON”: Any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision
thereof.



     “PLEDGED ACCOUNTS”: The Bond Account and the Distribution Account (exclusive of any earnings
on investments made with funds deposited in the Distribution Account or the Bond Account).



     “PLEDGED MORTGAGE SCHEDULE”: The list of Pledged Mortgages (as from time to time amended by
the Master Servicer to reflect the addition of Replacement Pledged Mortgages and the deletion of
Deleted Pledged Mortgages pursuant to the provisions of the Master Servicing Agreement) Granted to
the Trustee pursuant to the provisions hereof as part of the Trust Estate and from time to time
subject to this Agreement, attached hereto as Schedule I.



     “PLEDGED MORTGAGES”: Such of the mortgage loans Granted to the Trustee pursuant to the
provisions hereof as from time to time are held as a part of the Trust Estate (including any REO
Property), the mortgage loans so held being identified in the Pledged Mortgage Schedule,
notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.



     “POOL STATED PRINCIPAL BALANCE”: As to any Payment Date, the aggregate of the Stated
Principal Balances of the Pledged Mortgages which were Outstanding Pledged Mortgages on the Due
Date in the month preceding the month of such Payment Date.



     “PREDECESSOR BONDS”: With respect to any particular Bond of a Class, every previous Bond of
that Class evidencing all or a portion of the same debt as that evidenced by such particular Bond;
and, for the purpose of this definition, any Bond authenticated and delivered under Section 2.08 in
lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost,
destroyed or stolen Bond.



     “PREPAYMENT INTEREST SHORTFALL”: As to any Payment Date, Pledged Mortgage and Principal
Prepayment, the amount, if any, by which one month’s interest at the related Mortgage Rate on such
Principal Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.



     “PREPAYMENT PERIOD”: As to any Payment Date, the [calendar month] preceding the month of such
Payment Date.



     “PRIMARY MORTGAGE INSURANCE POLICY”: Each policy of primary mortgage guaranty insurance or
any replacement policy therefor with respect to any Pledged Mortgage.



     “PRINCIPAL PREPAYMENT”: Any payment of principal by a Mortgagor on a Pledged Mortgage that is
received in advance of its scheduled Due Date and is not accompanied by an amount



16









 




representing scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.




     “PRINCIPAL PREPAYMENT IN FULL”: Any Principal Prepayment made by a Mortgagor of the entire
principal balance of a Pledged Mortgage.



     “PROCEEDING”: Any suit in equity, action at law or other judicial or administrative
proceeding.



     “PROPRIETARY LEASE”: As defined in Section 1 of the Master Servicing Agreement.



     “PROSPECTUS SUPPLEMENT”: The Prospectus Supplement dated ___, 200___relating to the
Bonds.



     “PURCHASE AGREEMENT:” The Mortgage Loan Purchase Agreement, dated as of ___, 200_, by and
between the Seller and the Depositor with respect to the Mortgage Loans.



     “PURCHASE PRICE”: With respect to any Pledged Mortgage required to be purchased by the Master
Servicer pursuant to Section 2(a)(ii) or 2(d)(iii) of the Master Servicing Agreement or purchased
at the option of the Master Servicer pursuant to Section 3(n) of the Master Servicing Agreement, an
amount equal to the sum of (i) 100% of the unpaid principal balance of the Pledged Mortgage on the
date of such purchase, and (ii) accrued interest thereon at the applicable Adjusted 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 Bondholders.



     “RATING AGENCY”: Each of [ ] and [ ]. If either such organization or a successor is
no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the Issuer, notice of which
designation shall be given to the Trustee. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect to any modifiers.



     “REALIZED LOSS”: With respect to each Liquidated Pledged Mortgage, an amount (not less than
zero or more than the Stated Principal Balance of the Pledged Mortgage) as of the date of such
liquidation, equal to (i) the Stated Principal Balance of the Liquidated Pledged Mortgage as of the
date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Bondholders up to the Due Date in the
month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance
of such Liquidated Pledged Mortgage from time to time, minus (iii) the Liquidation Proceeds, if
any, received during the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Adjusted Net Mortgage Rate and to principal of the Liquidated Pledged
Mortgage. With respect to each Pledged Mortgage which has become the subject of a Deficient
Valuation, if the principal amount due under the related Mortgage Note has been reduced, the
difference between the principal balance of the Pledged Mortgage outstanding immediately prior to
such Deficient Valuation and the principal balance of the Pledged Mortgage as reduced by the
Deficient Valuation. With respect to each Pledged Mortgage which has become the subject of a Debt
Service Reduction and any Payment Date, the amount, if any, by which the principal portion of the
related Scheduled Payment has been reduced.



     “RECORD DATE”: With respect to any Payment Date, the date on which the Persons entitled to
receive any payment of principal of, or interest on, any Bonds (or notice of a payment in full of
principal) due and payable on such Payment Date are determined; such date shall be the last day of
the month preceding the month of such Payment Date.



17









 





     “REDEMPTION DATE”: Any Optional Redemption Date or any Payment Date on which Bonds may be
redeemed.



     “REDEMPTION PRICE”: With respect to any Class of Bonds to be redeemed, an amount equal to
100% of the related Class Principal Amount of the Bonds (including, in the case of the Subordinated
Bonds, any unpaid Subordinated Principal Carryover Shortfall) to be so redeemed, together with
interest on such amount at the applicable Bond Interest Rate through the last day of the month
immediately preceding the month in which such Redemption Date occurs, together with any unpaid
Class Interest Shortfalls.



     “REFINANCING PLEDGED MORTGAGE”: Any Pledged Mortgage originated in connection with the
refinancing of an existing mortgage loan.



     “REGULATION AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarifications
and interpretations as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.



     “RELEVANT SERVICING CRITERIA”: The Servicing Criteria applicable to each party, as set forth
on Exhibit VII 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 Trustee or each Servicer, the term “Relevant Servicing Criteria” may refer to a
portion of the Relevant Servicing Criteria applicable to such parties.



     “RELIEF ACT”: The Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended.



     “RELIEF ACT REDUCTIONS”: With respect to any Payment Date and any Pledged Mortgage as to
which there has been a reduction in the amount of interest collectible thereon for the most
recently ended calendar month as a result of the application of the Relief Act, the amount, if any,
by which (i) interest collectible on such Pledged Mortgage for the most recently ended calendar
month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.



     “REO PROPERTY”: A Mortgaged Property acquired by the Trustee through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Pledged Mortgage.



     “REPLACEMENT PLEDGED MORTGAGE”: A Mortgage Loan substituted by the Master Servicer for a
Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for
Release, substantially in the form of Exhibit C to the Master Servicing 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) be accruing interest at a rate no lower than and not
more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a Mortgage Rate based upon the
same Index and a Margin at least equal to and not greater than 50 basis points higher than that of
the Deleted Mortgage Loan; (v) have a Mortgage Rate subject to a Periodic Rate Cap and Maximum Rate
that are no less than those applicable to the Deleted Mortgage Loan; (vi) have Adjustment Dates
that are no more or less frequent than the Deleted Mortgage Loan; (vii) have a remaining term to
maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan;
(viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan; and (ix)
comply with each representation and warranty set forth in Section 2(d)(ii) of the Master Servicing
Agreement.



18









 





     “REQUEST FOR RELEASE”: The Request for Release submitted by the Master Servicer to the
Trustee, substantially in the form of Exhibits C and D to the Master Servicing Agreement, as
appropriate.



     “RESPONSIBLE OFFICER”: With respect to the Trustee, any officer in the corporate trust
department or similar group of the Trustee 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.



     “S&P”: Standard & Poor’s Ratings Group, a division of McGraw-Hill Inc. For purposes of
Section 11.04 the address for notices to S&P shall be Standard & Poor’s Ratings Group, 26 Broadway,
15th Floor, New York, New York 10004, Attention: Mortgage Surveillance Monitoring, or such other
address as S&P may hereafter furnish to the Issuer and the Master Servicer.



     “SAIF”: The Savings Association Insurance Fund, or any successor thereto.



     “SALE”: The meaning specified in Section 5.18(a).



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



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



     “SECURITIES ACT”: The Securities Act of 1933, as amended.



     “SELLER”: RWT Holdings, Inc., a Delaware corporation, in its capacity as Seller pursuant to
the Purchase Agreement.



     “SENIOR BOND INTEREST RATE”: With respect to any Interest Accrual Period, the annual rate at
which interest accrues on the Senior Bonds as specified in such Bonds and in Section 2.03(c).



     “SENIOR BONDS”: The Class [A-1] Bonds.



19









 





     “SENIOR CLASS PRINCIPAL AMOUNT”: As of any Payment Date, the Original Senior Class Principal
Amount reduced by all amounts previously distributed to Holders of the Senior Bonds as payments of
principal.



     “SENIOR INTEREST PAYMENT AMOUNT”: As to any Payment Date, the sum of (i) one month’s interest
accrued during the related Interest Accrual Period at the Senior Bond Interest Rate on the Senior
Class Principal Amount, subject to reduction pursuant to Section 2.03(d) and (ii) the sum of the
amounts, if any, by which the amount described in clause (i) above on each prior Payment Date
exceeded the amount actually distributed as interest on such prior Payment Dates and not
subsequently distributed.



     “SENIOR INTEREST SHORTFALL”: As to any Payment Date, the amount by which the amount described
in clause (i) of the definition of Senior Interest Payment Amount exceeds the amount of interest
actually paid on the Senior Bonds on such Payment Date pursuant to such clause (i).



     “SENIOR PERCENTAGE”: As to any Payment Date, the percentage equivalent of a fraction the
numerator of which is the Senior Class Principal Amount immediately prior to such date and the
denominator of which is the sum of (i) the Senior Class Principal Amount, (ii) the Class [B-1]
Principal Amount, (iii) the Class [B-2] Principal Amount and (iv) the Invested Amount, in each case
immediately prior to such date.



     “SENIOR PRINCIPAL PAYMENT AMOUNT”: As to each Payment Date, the Senior Percentage of the sum
of (a) the principal portion of the Scheduled Payment due on each Pledged Mortgage [on the related
Due Date], (b) the principal portion of the purchase price of each Pledged Mortgage that was
purchased by Redwood Trust or another person pursuant to the Mortgage Loan Purchase Agreement [or
any optional purchase by the Master Servicer of a defaulted Pledged Mortgage] as of such Payment
Date, (c) the Substitution Adjustment Amount in connection with any Deleted Pledged Mortgage
received with respect to such Payment Date, (d) any Insurance Proceeds or Liquidation Proceeds
allocable to recoveries of principal of Pledged Mortgages that are not yet Liquidated Pledged
Mortgages received during the [calendar month] preceding the month of such Payment Date, (e) with
respect to each Pledged Mortgage that became a Liquidated Pledged Mortgage during the [calendar
month] preceding the month of such Payment Date, the Stated Principal Balance of such Pledged
Mortgage, and (f) all partial and full principal prepayments by borrowers received during the
related Prepayment Period.



     “SERVICER”: Any person with which the Master Servicer has entered into a Servicing Agreement
for the servicing of all or a portion of the Pledged Mortgages pursuant to Section 3(b) of the
Master Servicing Agreement.



     “SERVICER ADVANCE”: The meaning ascribed to such term in Section 3(h)(iv) of the Master
Servicing Agreement.



     “SERVICING ADVANCES”: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in the performance by the Master Servicer of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer pursuant to Section 3(n)
of the Master Servicing Agreement and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3(l) of the Master Servicing Agreement.



     “SERVICING AGREEMENT”: Any agreement between the Master Servicer and related Servicer
relating to servicing and/or administration of certain Pledged Mortgages as provided in Section
3(b) of the Master Servicing Agreement.



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     “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 DEFAULT”: As defined in the Master Servicing Agreement.



     “SERVICING FEE”: As to each Pledged Mortgage and any Payment Date, an amount equal to one
month’s interest at the applicable Servicing Fee Rate on the Stated Principal Balance of such
Pledged Mortgage.



     “SERVICING FEE RATE”: With respect to any Pledged Mortgage, the per annum rate set forth in
the Pledged Mortgage Schedule for such Pledged Mortgage.



     “SERVICING FUNCTION PARTICIPANT”: Any Subservicer or Subcontractor, other than each Servicer,
the Master Servicer and the Trustee, that is participating in the servicing function within the
meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans.



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



     “STATED MATURITY”: With respect to any and all Bonds ___.



     “STATED PRINCIPAL BALANCE”: As to any Pledged Mortgage and Due Date, the unpaid principal
balance of such Pledged Mortgage as of such Due Date as specified in the amortization schedule at
the time relating thereto (before any adjustment to such amortization schedule by reason of any
moratorium or similar waiver or grace period) after giving effect to any previous partial Principal
Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Pledged Mortgage) and to the payment of principal due on such Due Date and irrespective
of any delinquency in payment by the related Mortgagor.



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



     “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.



     “SUBORDINATED BOND INTEREST RATE”: With respect to any Interest Accrual Period, the annual
rate at which interest accrues on the Subordinated Bonds as specified in such Bonds and in Section
2.03(c).



     “SUBORDINATED BONDS”: The Class [B-1] and the Class [B-2] Bonds.



     “SUBSTITUTION ADJUSTMENT AMOUNT”: The meaning ascribed to such term pursuant to Section
2(d)(iv) of the Master Servicing Agreement.



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     “SUCCESSOR MASTER SERVICER”: A Person appointed by the Trustee who succeeds either the
Trustee or the Master Servicer, pursuant to the applicable provisions of the Master Servicing
Agreement.



     “TRUST”: Sequoia Mortgage Trust 200_-_, a trust established by a deposit trust agreement
between the depositor and [ ], as owner trustee.



     “TRUST ESTATE”: All money, instruments and other property subject or intended to be subject
to the lien of this Indenture for the benefit of the Bondholders as of any particular time
(including, without limitation, all property and interests Granted to the Trustee), including all
proceeds thereof.



     “TRUST INDENTURE ACT” OR “TIA”: The Trust Indenture Act of 1939, as amended, as in force at
the Closing Date, unless otherwise specifically provided.



     “TRUSTEE”:                                         , a banking corporation organized and existing under
the laws of                                         , and any Person succeeding as Trustee hereunder
pursuant to Section 6.12 or any other applicable provision hereof.



     “TRUSTEE FEE”: As to any Payment Date, an amount equal to one-twelfth of the Trustee Fee Rate
multiplied by the Pool Stated Principal Balance with respect to such Payment Date.



     “TRUSTEE FEE RATE”: With respect to each Pledged Mortgage, the per annum rate agreed upon in
writing on or prior to the Closing Date by the Trustee and the Issuer.



     “TRUSTEE MORTGAGE FILE”: With respect to each Pledged Mortgage, the original documents and
instruments relating thereto to be retained in the custody and possession of the Trustee, as set
forth and enumerated in Section 2(a) of the Master Servicing Agreement.



     “WITHDRAWAL DATE”: The ___th day of each month, or if such day is not a Business Day, the
next preceding Business Day.



ARTICLE II



THE BONDS



     SECTION 2.01. FORMS GENERALLY.



     The Bonds and the Trustee’s certificate of authentication shall be in substantially the
form required by this Article II, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange on which the Bonds may be listed, or as may,
consistently herewith, be determined by the officers executing such Bonds, as evidenced by their
execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof with
an appropriate reference on the face of the Bond.



     The Definitive Bonds may be produced in any manner determined by the officers executing such
Bonds, as evidenced by their execution thereof; provided, however, that in the event the Bonds are
listed on any securities exchange, the Bonds shall be produced in accordance with the rules of any
securities exchange on which the Bonds may be listed.



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     SECTION 2.02. FORMS OF BONDS AND CERTIFICATE OF AUTHENTICATION.




	 	(a)	 	The form of Bond which is a Senior Bond is attached hereto as Exhibit II.
	 
	 	(b)	 	The form of Bond which is a Class [B-1] Bond is attached hereto as Exhibit III.
	 
	 	(c)	 	The form of Bond which is a Class [B-2] Bond is attached hereto as Exhibit IV.
	 
	 	(d)	 	The form of the Trustee’s certificate of authentication is as follows:





“This is one of the Bonds referred to in the within mentioned Indenture.




	 	 	 
	 

	                                        as Trustee






	 	 	 	 
	 
	By:	 
	 

	 	 
	 

	 	Authorized Signatory”







	 	(e)	 	The form of assignment is as follows:






     “FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                                                                 (Please insert Social Security or
other Identifying Number of Assignee)
                                                                                 (Please print or
type name and address of Assignee)
                                                                                 the within Bond of
Sequoia Mortgage Trust 200_-_, and does hereby irrevocably constitute and appoint
                     Attorney to transfer such Bond on the books of the within named trust,
with full power of substitution in the premises.



	 	 	 
	 

	 	Dated:                                                             
	 
	 	 
	 

	 	Notice: The signature to this assignment must
correspond with the name as written upon the face
of this Bond in every particular without
alteration or enlargement or any change whatever.
The signature must be guaranteed by a member of a
signature guaranty medallion program. Notarized
or witnessed signatures are not acceptable.”






     [(f) The Bonds shall have a Statement of Insurance printed thereon or attached thereto which
essentially sets forth the terms of the Bond Insurance Policy.]



     SECTION 2.03. BONDS ISSUABLE IN CLASSES; PROVISIONS WITH RESPECT TO PRINCIPAL AND INTEREST PAYMENTS.



     (a) General.



     The Bonds shall be designated generally as the Sequoia Mortgage Trust                     ,
“Collateralized Mortgage Bonds” of the Issuer. Each Bond shall bear upon the face thereof the
designation so selected for the Class to which it belongs.



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     Bonds of each Class shall constitute Book Entry Bonds as defined in Section 2.13 hereof. The
aggregate principal amount of Bonds that may be authenticated and delivered under the Indenture is
unlimited.



     All of the Bonds shall be issued in the appropriate forms attached as Exhibits hereto with
such additions and completions as are appropriate for each such Class.



     The Class [A-1] Bonds shall constitute the sole Class of Senior Bonds and the Class [B-1]
Bonds and the Class [B-2] Bonds shall constitute the sole Classes of Subordinated Bonds.



     The final installments of principal of the Classes of Bonds shall have the Stated Maturity
specified above. The principal of each Bond shall be payable in installments ending no later than
the Stated Maturity of the final installment of the principal thereof unless the unpaid principal
of such Bond becomes due and payable at an earlier date by declaration of acceleration or call for
redemption or otherwise. All payments made with respect to any Bond shall be applied first to the
interest then due and payable on such Bond and then to the principal thereof.



     (b) Payments of Principal of and Interest on the Bonds.



     On each Payment Date, the Trustee shall withdraw the Bond Payment Amount from the Distribution
Account and apply such funds to payments on the Bonds in the following order of priority and, in
each case, to the extent of funds remaining:




	 	(i)	 	to the Senior Bonds, an amount allocable to interest equal to
the Senior Interest Payment Amount for such Payment Date;
	 
	 	(ii)	 	to the Senior Bonds, an amount allocable to principal equal to
the Senior Principal Payment Amount for such Payment Date;
	 
	 	(iii)	 	to the Class [B-1] Bonds, an amount allocable to interest
equal to the Class [B-1] Interest Payment Amount for such Payment Date;
	 
	 	(iv)	 	to the Class [B-1] Bonds, an amount allocable to principal
equal to the Class [B-1] Principal Payment Amount for such Payment Date;
	 
	 	(v)	 	to the Class [B-2] Bonds, an amount allocable to interest equal
to the Class [B-2] Interest Payment Amount for such Payment Date; and
	 
	 	(vi)	 	to the Class [B-2] Bonds, an amount allocable to principal to
the Class [B-2] Principal Payment Amount for such Payment Date.





     (c) Calculation of the Bond Interest Rate.




	 	(i)	 	The Bond Interest Rate for the Senior Bonds (the “Senior Bond
Interest Rate”) and any Interest Accrual Period will equal                      ;
	 
	 	(ii)	 	The Bond Interest Rate for the Class [B-1] Bonds (the “Class
[B-1] Bond Interest Rate”) and any Interest Accrual Period will equal
                                        ;
	 
	 	(iii)	 	The Bond Interest Rate for the Class [B-2] Bonds (the “Class
[B-2] Bond Interest Rate”) and any Interest Accrual Period will equal
                                        ; and




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	 	(iv)	 	The Senior Interest Payment Amount, the Class [B-1] Interest
Payment Amount and the Class [B-2] Interest Payment Amount shall each be
calculated on the basis of a 360-day year of twelve 30-day months.




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     (d) Reduction of Interest Payment Amounts.



     With respect to each Payment Date, the amounts referred to in clause (i) of the definition of
Senior Interest Payment Amount and clauses (i) and (ii) of the definitions of Class [B-1] Interest
Payment Amount and Class [B-2] Interest Payment Amount, as applicable, for such Payment Date shall
be reduced by the applicable Class’ pro rata share (based on the Interest Payment Amount for such
Class before reduction pursuant to this Section 2.03(d)) of Net Interest Shortfalls.



     (e) Pro Rata Payments.



     All payments on the Bonds of any Class shall be made pro rata among all Bonds of such Class.



     (f) Payments to the Senior Bondholders provided for in (b) of this Section 2.03 shall be paid,
on each Payment Date after the Subordinated Class Principal Amount and the Invested Amount have
been reduced to zero and where the Senior Interest Payment Amount and the Senior Principal Payment
Amount exceed the Available Funds, by the Bond Insurer.



     SECTION 2.04. DENOMINATIONS.



     Each Class of Book Entry Bonds shall be evidenced initially by a single Bond representing
the entire aggregate Class Principal Amount of such Class of Bonds as of the Closing Date,
beneficial ownership of which may be held in denominations of $___and increments of $___in
excess thereof for all Bonds. All of the Book Entry Bonds shall be initially registered on the Bond
Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will
receive a Definitive Bond representing such Beneficial Owner’s interest in the Book Entry Bonds,
except in the event of Book Entry Termination.



     SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.



     The Bonds shall be executed by an Authorized Officer of the Issuer. The signature of such
officer on the Bonds may be manual or facsimile.



     Bonds bearing the manual or facsimile signature of an individual who was at any time an
Authorized Officer shall bind the Issuer, notwithstanding that such individual has ceased to hold
such office prior to the authentication and delivery of such Bonds or did not hold such office at
the date of such Bonds.



     At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Bonds executed on behalf of the Issuer to the Trustee for authentication; and
the Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not
otherwise.



     Each Bond authenticated on the Closing Date shall be dated the Closing Date. All other Bonds
which are authenticated after the Closing Date for any other purpose hereunder shall be dated the
date of their authentication.



     No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Bond a certificate of authentication substantially in the
form provided for herein executed by the Trustee or by any Authenticating Agent by the manual
signature of one of its authorized officers or employees, and such certificate upon any Bond shall
be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and
delivered hereunder.



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     SECTION 2.06. TEMPORARY BONDS.



     So long as the Book Entry Bonds are held by the Depository for the Participants in
book-entry form, they may be typewritten or in any other form acceptable to the Issuer, the Trustee
and the Depository. At any time during which the Book Entry Bonds are not held by the Depository
for the Participants in book-entry form, the Definitive Bonds shall be lithographed or printed with
steel engraved borders.



     Pending the preparation of Definitive Bonds, the Issuer may execute, and upon Issuer Order the
Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of
the tenor of the definitive Bonds in lieu of which they may be so issued and with such variations
as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds.



     If temporary Bonds are issued, the Issuer will cause definitive Bonds to be prepared without
unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be
exchangeable for definitive Bonds upon surrender of the temporary Bonds at the office or agency of
the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender or cancellation of any one or more temporary Bonds, the Issuer shall execute and the
Trustee shall authenticate and deliver and exchange therefor a like principal amount of definitive
Bonds of the same Class and of authorized denominations. Until so exchanged, the temporary Bonds
shall in all respects be entitled to the same benefits under this Indenture as Definitive Bonds of
the same Class.



     SECTION 2.07. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.



     The Issuer shall cause to be kept a register (the “Bond Register”) in which, subject to
such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of
Bonds and the registration of transfers of Bonds. The Trustee is hereby initially appointed “Bond
Registrar” for the purpose of registering Bonds and transfers of Bonds as herein provided. Upon any
resignation of any Bond Registrar appointed by the Issuer, the Issuer shall promptly appoint a
successor or, in the absence of such appointment, shall assume the duties of Bond Registrar.



     At any time the Trustee is not also the Bond Registrar, the Trustee shall be a co-Bond
Registrar. The Issuer shall cause each co-Bond Registrar to furnish the Bond Registrar, promptly
after each authentication of a Bond by it, appropriate information with respect thereto for entry
by the Bond Registrar into the Bond Register. If the Trustee shall at any time not be authorized to
keep and maintain the Bond Register, the Trustee shall have the right to inspect such Bond Register
at all reasonable times and to rely conclusively upon a certificate of the Person in charge of the
Bond Register as to the names and addresses of the Holders of the Bonds and the principal amounts
and numbers of such Bonds so held.



     Upon surrender for registration of transfer of any Bond at the office or agency of the Issuer
to be maintained as provided in Section 3.02, the Issuer shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Bonds of any authorized denominations and of a like aggregate principal amount and Class.



     At the option of the Holder, Bonds may be exchanged for other Bonds of any authorized
denominations, and of a like aggregate initial principal amount and Class, upon surrender of the
Bonds to be exchanged at such office or agency. Whenever any Bonds are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the Bonds which the
Bondholder making the exchange is entitled to receive.



27









 





     All Bonds issued upon any registration of transfer or exchange of Bonds shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Bonds surrendered upon such registration of transfer or exchange.



     Every Bond presented or surrendered for registration of transfer or exchange shall be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee
duly executed by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Bonds, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge as may
be imposed in connection with any registration of transfer or exchange of Bonds, other than
exchanges pursuant to Section 2.08 not involving any transfer.



     SECTION 2.08. MUTILATED, DESTROYED, LOST OR STOLEN BONDS.



     If (1) any mutilated Bond is surrendered to the Trustee or the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Bond and (2) there is delivered to the
Trustee such security or indemnity as may be required by the Trustee to save the Issuer and the
Trustee harmless, then, in the absence of notice to the Issuer or the Trustee that such Bond has
been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Bond, a new Bond or Bonds of the same tenor, aggregate initial principal amount and Class
bearing a number not contemporaneously outstanding. If, after the delivery of such new Bond, a bona
fide purchaser of the original Bond in lieu of which such new Bond was issued presents for payment
such original Bond, the Issuer and the Trustee shall be entitled to recover such new Bond from the
person to whom it was delivered or any person taking therefrom, except a bona fide 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 Issuer or the Trustee in connection therewith. If
any such mutilated, destroyed, lost or stolen Bond shall have become or shall be about to become
due and payable, or shall have become subject to redemption in full, instead of issuing a new Bond,
the Issuer may pay such Bond without surrender thereof, except that any mutilated Bond shall be
surrendered.



     Upon the issuance of any new Bond under this Section, the Issuer 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 reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.



     Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond
shall constitute an original additional contractual obligation of the Issuer, whether or not the
destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all other Bonds duly
issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Bonds.



     SECTION 2.09. PAYMENTS OF PRINCIPAL AND INTEREST.



     (a) Each payment of principal of and interest on a Book Entry Bond shall be paid to the
Depository, which shall credit the amount of such payments to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository Participant shall be
responsible for disbursing such payments to the Beneficial Owners of the Book Entry Bonds that it
represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Beneficial Owners of the Book



28









 




Entry Bonds that it represents. All such credits and disbursements are to be made by the
Depository and the Depository Participants in accordance with the provisions of the Bonds. Neither
the Trustee, the Bond Registrar nor the Issuer shall have any responsibility for such credits and
disbursements.




     Each payment of principal of and interest on a Definitive Bond shall be paid to the Person in
whose name such Bond (or one or more Predecessor Bonds) is registered at the close of business on
the Record Date or Optional Redemption Record Date, for such Payment Date or Optional Redemption
Date, by check mailed to such Person’s address as it appears in the Bond Register on such Record
Date or the Optional Redemption Record Date, except for the final installment of principal payable
with respect to such Bond, which shall be payable as provided in Section 2.09(b).



     All payments of principal of and interest on the Bonds shall be made only from the Trust
Estate and any other assets of the Issuer, and each Holder of the Bonds, by its acceptance of the
Bonds, agrees that it will have recourse solely against such Trust Estate and such other assets of
the Issuer and that neither the Owner Trustee in its individual capacity, the Owner nor any of
their respective partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for any amounts payable, or performance due, under the Bonds or
this Indenture.



     (b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds)
effected by payments of installments of principal made on any Payment Date or Optional Redemption
Date shall be binding upon all Holders of such Bond and any Bond issued upon transfer thereof or in
exchange therefor or in lieu thereof. The final installment of principal of each Bond (including
the Redemption Price of any Bond called for optional redemption, if such optional redemption will
result in payment of the entire unpaid principal amount of any such Bond) shall be payable only
upon presentation and surrender thereof on or after the Payment Date or Optional Redemption Date
therefor at the office or agency of the Issuer maintained by it for such purpose in the Borough of
Manhattan, the City of New York, State of New York, pursuant to Section 3.02. Whenever the Trustee
expects that the entire remaining unpaid principal amount of any Bond will become due and payable
on the next Payment Date, it shall, no later than five days prior to such Payment Date, mail or
cause to be mailed to the Holder of each Bond as of the close of the business on such otherwise
applicable Record Date a notice to the effect that:




	 	(i)	 	the Trustee expects that funds sufficient to pay such final
installment will be available in the Distribution Account on such Payment Date;
and
	 
	 	(ii)	 	if such funds are available, such final installment will be
payable on such Payment Date, but only upon presentation and surrender of such
Bond at the office or agency of the Issuer maintained for such purpose pursuant
to Section 3.02 (the address of which shall be set forth in such notice).





     Notices in connection with optional redemptions of Bonds shall be mailed to Holders in
accordance with Section 10.02.



     SECTION 2.10. PERSONS DEEMED OWNERS.



     Prior to due presentment for registration of transfer of any Bond, the Issuer, [the Bond
Insurer], the Trustee, any Agent and any other agent of the Issuer, [the Bond Insurer], or the
Trustee shall treat the Person in whose name any Bond is registered as the owner of such Bond (a)
on the applicable Record Date or Optional Redemption Record Date for the purpose of receiving
payments of the principal of, and interest on, such Bond and (b) on any other date for all other
purposes whatsoever, whether or not such Bond is overdue, and neither the Issuer, [the Bond
Insurer], the Trustee, any Agent nor any other agent of the Issuer or the Trustee shall be affected
by notice to the contrary.



29









 





     SECTION 2.11. CANCELLATION.



     All Bonds surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall
be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any
Bond previously authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. No Bonds
shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Bonds held by the Trustee
shall be held by the Trustee in accordance with its standard retention policy, unless the Issuer
shall direct by an Issuer Order that they be destroyed or returned to it.



     SECTION 2.12. AUTHENTICATION AND DELIVERY OF BONDS.



     The Bonds may be executed by the Issuer and delivered to the Trustee for authentication,
and thereupon the same shall be authenticated and delivered by the Trustee, upon Issuer Request and
upon receipt by the Trustee of the following:




	 	(a)	 	an Issuer Order authorizing the execution, authentication and delivery of the
Bonds and specifying the Classes, the Stated Maturity of the final installment of
principal, the principal amount and the Bond Interest Rate, of each Class of such Bonds
to be authenticated and delivered;
	 
	 	(b)	 	an Issuer Order authorizing the execution and delivery of this Indenture;
	 
	 	(c)	 	one or more Opinions of Counsel addressed to the Trustee, complying with the
requirements of Section 11.01, reasonably satisfactory in form and substance to the
Trustee, and to the effect that:






	 	(i)	 	all instruments furnished to the Trustee by the Issuer pursuant
to this Section 2.12 in connection with the Bonds conform in all material
respects to the requirements of this Indenture and constitute all the documents
required to be delivered under this Section 2.12 for the Trustee to
authenticate and deliver the Bonds (counsel rendering such opinion or opinions
need not express any opinion as to whether the Pledged Mortgages Granted to the
Trustee as security conform to the requirements of this Indenture);
	 
	 	(ii)	 	all conditions precedent provided for in this Indenture
relating to the authentication and delivery of the Bonds have been complied
with in all material respects (counsel rendering such opinion or opinions need
not express any opinion as to the matters set forth in the parenthetical clause
at the end of paragraph (i) above or as to whether the amount of cash or other
collateral, if any, delivered to the Trustee pursuant to any subsection of this
Section 2.12 is the requisite amount);
	 
	 	(iii)	 	the Bank has corporate power to execute and deliver the
Deposit Trust Agreement, the Deposit Trust Agreement authorizes the Issuer to
execute and deliver the Bonds and this Indenture, and to issue the Bonds, and
the Owner Trustee has duly taken all necessary action under the Deposit Trust
Agreement for those purposes;
	 
	 	(iv)	 	the Issuer is a statutory business trust created under the laws
of the State of Delaware and duly authorized by the Deposit Trust Agreement;




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	 	(v)	 	assuming due authorization, execution and delivery thereof by
the Trustee, this Indenture will be the legally valid and binding obligation of
the Issuer, enforceable against the Issuer in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws and equitable principles relating to or limiting creditors’ rights
generally and such counsel need express no opinion as to the availability of
equitable remedies;
	 
	 	(vi)	 	the Bonds, when issued, delivered, authenticated and paid for,
will be the legally valid and binding obligations of the Issuer, entitled to
the benefits of this Indenture, and enforceable against the Issuer in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws and equitable principles
relating to or limiting creditors’ rights generally and such counsel need
express no opinion as to the availability of equitable remedies;
	 
	 	(vii)	 	assuming due execution and delivery thereof by the Trustee and
by the Master Servicer, the Master Servicing Agreement constitutes the legally
valid and binding obligation of the Master Servicer and of the Issuer,
respectively, enforceable against the Master Servicer and the Issuer in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws and equitable principles relating to
or limiting creditors’ rights generally and such counsel need express no
opinion as to the availability of equitable remedies;
	 
	 	(viii)	 	the Mortgage Notes included in the Original Pledged Mortgages have been duly
and validly assigned, delivered and pledged to the Trustee to the extent
contemplated by this Indenture, and this Indenture together with such
assignment, delivery and pledge to the Trustee, creates as security for the
Bonds a valid and perfected security interest of first priority in such
Mortgage Notes, except to the extent limited in the event (A) the Trustee
relinquishes possession of any such Mortgage Note, (B) the Depositor, the
Issuer, the Master Servicer or any Servicer transfers any such Mortgage Note or
the related Mortgage to a bona fide purchaser for value without notice prior to
notification to the Mortgagor of the assignment to the Trustee of such Mortgage
Note or due recordation of the Assignment to the Trustee of the related
Mortgage or (C) the Depositor, the Issuer, the Master Servicer or any Servicer
discharges any such Mortgage Note or the related Mortgage prior to such
notification or recordation; the Mortgages delivered to the Trustee with the
Original Mortgage Notes will continue to secure the Mortgage Notes included in
the Original Pledged Mortgages, as though, and to the same extent as if, such
Mortgage Notes had not been assigned, delivered and pledged; and it is not
necessary to record or file this Indenture or to take any other action, except
as set forth above, in order to make effective the lien and security interest
created by this Indenture in the Mortgage Notes included in the Original
Pledged Mortgages;
	 
	 	(ix)	 	this Indenture has been duly qualified under the TIA; and
	 
	 	(x)	 	the Issuer’s registration statement with respect to the Bonds
has become effective under the Securities Act of 1933, as amended, and, to the
best of such counsel’s knowledge, no stop order suspending the effectiveness of
such registration statement has been issued and is in effect under such act and
no proceedings for that purpose have been instituted or are pending under such
act.




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	 	 	 	In rendering the opinions set forth above, such counsel may rely upon officers’
certificates of the Depositor, the Owner Trustee, the Issuer, any Servicer, the
Master Servicer and the Trustee, without independent confirmation or verification,
as to the following matters and as to such other matters as shall be reasonably
acceptable to the Trustee: (A) the accuracy of the descriptions of the Mortgage
Notes included in the Original Pledged Mortgages and the conformity thereof to the
descriptions in this Indenture, (B) the ownership by Sequoia Mortgage Funding
Corporation, the Depositor and the Issuer of such Mortgage Notes free and clear of
any lien, claim, charge or interest of any kind of any third party, (C) the physical
delivery of such Mortgage Notes to the Trustee, (D) the absence of any evidence
appearing on any such Mortgage Note of any right or interest inconsistent with the
opinions expressed, and (E) the form of endorsement approved by such counsel having
been made on each such Mortgage Note. In rendering the opinions set forth above,
such counsel need express no opinion as to (A) the perfection of the security
interest in any collateral not governed by Article 9 of the Uniform Commercial Code
of the State of California, (B) the existence of, or the priority of the security
interest created by the Indenture against, any liens or other interests which arise
by operation of law and which do not require any filing or similar action in order
to take priority over a perfected security interest or (C) the priority of the
security interest created by this Indenture with respect to any claim or lien in
favor of the United States or any agency or instrumentality thereof (including
federal tax liens and liens arising under Title IV of the Employee Retirement Income
Security Act of 1974, as amended).
	 
	 	(d)	 	an Officers’ Certificate complying with the requirements of Section 11.01 and
stating that:






	 	(i)	 	the Issuer is not in Default under this Indenture and the
issuance of the Bonds will not result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, the Deposit Trust
Agreement or any indenture, mortgage, deed of trust or other agreement or
instrument to which the Issuer is a party or by which it is bound, or any order
of any court or administrative agency entered in any proceeding to which the
Issuer is a party or by which it may be bound or to which it may be subject,
and that all conditions precedent provided in this Indenture relating to the
authentication and delivery of the Bonds have been complied with;
	 
	 	(ii)	 	the Issuer is the owner of each Original Pledged Mortgage, free
and clear of any lien, security interest or charge, has not assigned any
interest or participation in any such Pledged Mortgage (or, if any such
interest or participation has been assigned, it has been released) and has the
right to Grant each such Original Pledged Mortgage to the Trustee;
	 
	 	(iii)	 	the information set forth in the Pledged Mortgage Schedule
attached as Schedule A to this Indenture is true and correct in all material
respects as of the Closing Date;
	 
	 	(iv)	 	the Issuer has Granted to the Trustee all of its right, title
and interest in each Pledged Mortgage;
	 
	 	(v)	 	as of the Closing Date, no lien in favor of the United States
described in Section 6321 of the Code, or lien in favor of the Pension Benefit
Guaranty Corporation described in Section 4068(a) of the Employee Retirement
Income Security Act of 1974, as amended, has been filed as described in
subsections 6323(f) and 6323(g) of the Code upon any property belonging to the
Issuer; and




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	 	(vi)	 	attached thereto is a true and correct copy of letters signed
by the Rating Agencies confirming that the Senior Bonds have been rated AAA by
[ ] and [ ] and that the Class [B-1] Bonds have been rated [ ] by [ ].






	 	(e)	 	an executed counterpart of the Master Servicing Agreement.
	 
	 	(f)	 	a certificate of one or more Independent Persons, whose regular business
activity includes valuing securities and mortgage loans similar to the Original Pledged
Mortgages, of the fair value of the Original Pledged Mortgages, which fair value, as so
certified, will be equal to or in excess of the sum of the Original Senior Class
Principal Amount and the Original Subordinated Class Principal Amount, and which
determination of fair value shall be as of a date not earlier than three Business Days
prior to the Closing Date.





     SECTION 2.13. MATTERS RELATING TO BOOK ENTRY BONDS.



     (a) If the Bonds are listed on any stock exchange at any time after the Closing Date, the
Issuer shall, if required as a condition to such listing, prepare and deliver to the Trustee Bonds
in substantially the same form as the Bonds issued on the Closing Date, but with such other
additional features and such modifications, if any, as shall be necessary or appropriate in order
to comply with the requirements of such stock exchange for the listing of the Bonds on such
exchange. Bonds in the form issued on the Closing Date shall thereafter be exchangeable for Bonds
in such revised form to the same extent as temporary Bonds are exchangeable for Definitive Bonds
pursuant to Section 2.06.



     (b) Each Class of Book Entry Bonds will be issued in the form of a single typewritten bond
certificate (each, a “DTC Certificate”) to be delivered to the Depository by the Issuer
substantially in the respective forms for each such Class attached as Exhibits hereto. The DTC
Certificate for each such Class of Book Entry Bonds shall be initially registered on the Bond
Register in the name of the nominee of such Depository and no Beneficial Owner will receive a
certificate representing its interests in any Class of Book Entry Bonds except in the event that
the Trustee issues Definitive Bonds, as provided in Section 2.14. Pursuant to the Letter Agreement,
while each Class of the Book Entry Bonds remains outstanding and such Depository remains the
Holder, it will agree to make book-entry transfers among the Depository Participants and receive
and transmit payments of principal and interest on the Book Entry Bonds until and unless the
Trustee authenticates and delivers Definitive Bonds to the Beneficial Owners of the Book Entry
Bonds or their nominees, as described in Section 2.14.



     (c) Prior to Book Entry Termination, each Class of Book Entry Bonds will remain registered in
the name of the Depository or its nominee and at all times: (i) registration of the Book Entry
Bonds may not be transferred by the Trustee or the Bond Registrar except to another Depository;
(ii) the Depository shall maintain book-entry records with respect to the Beneficial Owners and
with respect to ownership and transfers of such Book Entry Bonds; (iii) ownership and transfers of
registration of the Book Entry Bonds on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and interest participating firms as representatives of the
Beneficial Owners of the Book Entry Bonds for purposes of exercising the rights of holders under
the Indenture, and requests and directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to different Beneficial Owners; and (vi)
the Trustee may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the Depository Participants
with respect to indirect participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Beneficial Owners.



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     All transfers by Beneficial Owners of Book Entry Bonds shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm representing such
Beneficial Owner. Each Depository Participant shall only transfer Book Entry Bonds of Beneficial
Owners it represents or of brokerage firms for which it acts as agent in accordance with the
Depository’s normal procedures.



     SECTION 2.14. TERMINATION OF BOOK ENTRY SYSTEM.



     (a) The book entry system through the Depository with respect to any Class of Book Entry
Bonds may be terminated upon the happening of any of the following:




	 	(i)	 	The Depository or the Issuer advises the Trustee in writing
that the Depository is no longer willing or able to properly discharge its
responsibilities as Depository and the Issuer is unable to locate a qualified
successor clearing agency satisfactory to the Trustee and the Issuer;
	 
	 	(ii)	 	The Issuer at its option advises the Trustee in writing that it
elects to terminate the book entry system through the Depository; or
	 
	 	(iii)	 	After the occurrence of an Event of Default (at which time
the Trustee shall use all reasonable efforts to promptly notify each Beneficial
Owner through the Depository of such Event of Default when such notice shall be
given pursuant to Section 6.02), the Beneficial Owners of a majority in
aggregate Class Principal Amount of the Book Entry Bonds together advise the
Trustee and the Depository through the Depository Participants in writing that
the continuation of a book entry system through the Depository is no longer in
the best interests of the Beneficial Owners.





     (b) Upon the occurrence of any event described in subsection (a) above, the Trustee shall
notify all Beneficial Owners, through the Depository, of the occurrence of any such event and of
the availability of Definitive Bond certificates to Beneficial Owners requesting the same, in an
aggregate Class Principal Amount representing the interest of each, making such adjustments and
allowances as it may find necessary or appropriate as to accrued interest, if any, and previous
calls for redemption. Definitive Bond certificates shall be issued only upon surrender to the
Trustee of the Book Entry Bond by the Depository, accompanied by registration instructions for the
Definitive Bond certificates. Neither the Issuer 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 issuance of the Definitive Bond certificates, all references herein to
obligations imposed upon or to be performed by the Depository shall cease to be applicable and the
provisions relating to Definitive Bonds shall be applicable.



     SECTION 2.15. ADDITIONAL BONDS.



     Notwithstanding the requirements of Article II hereof, the Issuer may without the consent
of any Bondholder, pledge additional Mortgage Collateral to the Trust Estate subsequent to the
issuance of the Bonds and may issue Additional Bonds of any Class then Outstanding or of one or
more additional Classes. The Issuer’s right to issue any Additional Bonds is subject to receipt of
written confirmation from each Rating Agency to the effect that the issuance of such Additional
Bonds will not adversely affect the rating of any Outstanding Bonds of such Series and to
satisfaction of the conditions precedent for authentication and delivery of Bonds by the Trustee in
Section 2.12.



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ARTICLE III




COVENANTS




     SECTION 3.01. PAYMENT OF BONDS.



     The Issuer will pay or cause to be duly and punctually paid the principal of, and
interest on, the Bonds in accordance with the terms of the Bonds and this Indenture.



     SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY.



     The Issuer will maintain in the Borough of Manhattan, the City of New York, the State of
New York an office or agency where Bonds may be presented or surrendered for payment or may be
surrendered for registration of transfer or exchange, and where notices and demands to or upon the
Issuer in respect of the Bonds and this Indenture may be served. The Issuer will give prompt
written notice to the Trustee of the location and any change in the location, of such office or
agency. Until written notice of any change in the location of such office or agency is delivered to
the Trustee or if at any time the Issuer shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, Bonds may be so presented and
surrendered, and such notices and demands may be made or served, at the office of
                                         at                                         .



     The Issuer may also from time to time designate one or more other offices or agencies (in or
outside the City of New York) where the Bonds may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that (i) no such
designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an
office or agency in the Borough of Manhattan, the City of New York, the State of New York, for the
purposes set forth in the preceding paragraph, (ii) presentations or surrenders of Bonds for
payment may be made only in the City of New York, the State of New York or at the Corporate Trust
Office of the Trustee and (iii) any designation of an office or agency for payment of Bonds shall
be subject to Section 3.03. The Issuer will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.



     SECTION 3.03. MONEY FOR BOND PAYMENTS TO BE HELD IN TRUST.



     All payments of amounts due and payable with respect to any Bonds which are to be made
from amounts withdrawn from the Distribution Account pursuant to Section 8.02(c) or Section 5.08
shall be made on behalf of the Issuer by the Trustee or by a Paying Agent, and no amounts so
withdrawn from the Distribution Account for payments of Bonds shall be paid over to the Issuer
under any circumstances except as provided in this Section 3.03 or in Section 5.08.



     If the Issuer shall have a Paying Agent that is not also the Bond Registrar, it shall furnish,
or cause the Bond Registrar to furnish, no later than




	 	(a)	 	the fifth calendar day after each Record Date, and
	 
	 	(b)	 	the first Business Day after the Optional Redemption Record Date applicable to
the Optional Redemption Date,




a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the
Holders of Bonds and of the number of Individual Bonds of each Class held by each such Holder.




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     Whenever the Issuer shall have a Paying Agent other than the Trustee, it will, on or before
the Business Day next preceding each Payment Date and Optional Redemption Date, direct the Trustee
to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due
(to the extent funds are then available for such purpose in the Distribution Account), such sum to
be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a
Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Bonds
with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying
Agent to the Trustee for application in accordance with Article VIII.



     Any Paying Agent shall be appointed by Issuer Order. The Issuer shall not appoint any Paying
Agent which is not, at the time of such appointment, a depository institution or trust company
whose obligations would be Permitted Investments pursuant to clause (iv) of the definition of the
term “Permitted Investments”. The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent will:




	 	(1)	 	allocate all sums received for payment to the Holders of Bonds on each Payment
Date and Optional Redemption Date among such Holders in the proportion specified in the
applicable Payment Date Statement, as the case may be, in each case to the extent
permitted by applicable law;
	 
	 	(2)	 	hold all sums held by it for the payment of amounts due with respect to the
Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and pay such sums to
such Persons as herein provided;
	 
	 	(3)	 	if such Paying Agent is not the Trustee, immediately resign as a Paying Agent
and forthwith pay to the Trustee all sums held by it in trust for the payment of the
Bonds if at any time it ceases to meet the standards set forth above required to be met
by a Paying Agent at the time of its appointment;
	 
	 	(4)	 	if such Paying Agent is not the Trustee, give the Trustee notice of any Default
by the Issuer (or any other obligor upon the Bonds) in the making of any payment
required to be made with respect to any Bonds for which it is acting as Paying Agent;
	 
	 	(5)	 	if such Paying Agent is not the Trustee, at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent; and
	 
	 	(6)	 	comply with all requirements of the Code, and all regulations thereunder, with
respect to the withholding from any payments made by it on any Bonds of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith; provided, however, that with respect to
withholding and reporting requirements applicable to original issue discount (if any)
on any Class of Bonds, the Issuer has provided the calculations pertaining thereto to
the Trustee.





     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or any other purpose, by Issuer Order direct any Paying Agent, if other than the
Trustee, to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and
upon such payment by



36









 




any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.




     Subject to applicable escheat laws, any money held by the Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Bond and remaining unclaimed for six years
after such amount has become due and payable to the Holder of such Bond shall be discharged from
such trust and, upon its written request, paid to the Issuer; and the Holder of such Bond shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only
to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease. The Trustee may, but shall not
be required to, adopt and employ, at the expense of the Issuer, any reasonable means of
notification of such repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Bonds have been called but have not been surrendered for redemption or whose right to
or interest in moneys due and payable but not claimed is determinable from the records of the
Trustee or any Agent, at the last address of record for each such Holder).



     SECTION 3.04. CORPORATE EXISTENCE OF OWNER TRUSTEE.



     (a) Subject to subsections (b) and (c) below, the Owner Trustee will keep in full effect
its existence, rights and franchises as a bank and trust company under the laws of the state of its
incorporation.



     (b) Any corporation into which the Owner Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Owner
Trustee shall be a party, shall be the successor Owner Trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done on the part of the parties
hereto, anything herein, or in any agreement relating to such merger or consolidation, by which any
such Owner Trustee may seek to retain certain powers, rights and privileges therefore obtaining for
any period of time following such merger or consolidation, to the contrary notwithstanding.



     (c) Any successor to the Owner Trustee appointed pursuant to Section 10.01 of the Deposit
Trust Agreement shall be the successor Owner Trustee under this Indenture without the execution or
filing of any paper, instrument or further act to be done on the part of the parties hereto.



     (d) Upon any consolidation or merger of or other succession to the Owner Trustee in accordance
with this Section 3.04, the Person formed by or surviving such consolidation or merger (if other
than the Issuer) or the Person succeeding to the Owner Trustee under the Deposit Trust Agreement
may exercise every right and power of the Owner Trustee, on behalf of the Issuer, under this
Indenture with the same effect as if such Person had been named as the Owner Trustee herein.



     SECTION 3.05. PROTECTION OF TRUST ESTATE.



     (a) The Issuer will from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action as may be necessary or
advisable to:




	 	(i)	 	grant more effectively all or any portion of the Trust Estate;
	 
	 	(ii)	 	maintain or preserve the lien of this Indenture or carry out
more effectively the purposes hereof;




37









 






	 	(iii)	 	perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;
	 
	 	(iv)	 	enforce any of the Mortgage Documents; or
	 
	 	(v)	 	preserve and defend title to the Trust Estate and the rights of
the Trustee, and of the Bondholders, in the Pledged Mortgages and the other
property held as part of the Trust Estate against the claims of all Persons and
parties.





     The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any
financing statement, continuation statement or other instrument required pursuant to this Section
3.05; provided, however, that such designation shall not be deemed to create a duty in the Trustee
to monitor the compliance of the Issuer with the foregoing covenants; and provided further,
however, that the duty of the Trustee to execute any instrument required pursuant to this Section
3.05 shall arise only if the Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of
a failure of the Issuer to comply with provisions of this Section 3.05.



     (b) Except as permitted by Section 8.08, the Trustee shall not remove any portion of the Trust
Estate that consists of money or is evidenced by an instrument, certificate or other writing from
the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.06 (or from the jurisdiction in which it was held, or to which it is intended
to be removed, as described in the Opinion of Counsel delivered at the Closing Date pursuant to
Section 2.12(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) or cause
or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry
securities to be recorded on the books of a Person located in a different jurisdiction from the
jurisdiction in which such ownership or pledge was recorded at such time unless the Trustee shall
have first received an Opinion of Counsel to the effect that the lien and security interest created
by this Indenture with respect to such property will continue to be maintained after giving effect
to such action or actions.



     SECTION 3.06. OPINIONS AS TO TRUST ESTATE.



     On or before February 15 in each calendar year, beginning with [the first calendar year
commencing more than three months after the Closing Date, the Issuer shall furnish to the Trustee
an Opinion of Counsel reasonably satisfactory in form and substance to the Trustee either stating
that, in the opinion of such counsel, such action has been taken as is necessary to maintain the
lien and security interest created by this Indenture and reciting the details of such action 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 all such actions, if any, that will,
in the opinion of such counsel, be required to be taken to maintain the lien and security interest
of this Indenture with respect to the Trust Estate until May 15 in the following calendar year.



     SECTION 3.07. PERFORMANCE OF OBLIGATIONS; MASTER SERVICING AGREEMENT.



     (a) The Issuer shall punctually perform and observe all of its obligations and agreements
contained in the Deposit Trust Agreement. The Issuer and the Trustee shall punctually perform and
observe all of their respective obligations and agreements contained in the Master Servicing
Agreement.



     (b) The Issuer shall not take any action and will use its reasonable good faith efforts not to
permit any action to be taken by others that would release any Person from any of such Person’s
covenants or obligations under any of the Mortgage Documents or under any instrument included in
the Trust Estate, or that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any of the Mortgage Documents, except
as



38









 




expressly provided or permitted in this Indenture and the Master Servicing Agreement or such
Mortgage Document or other instrument or unless such action will not adversely affect the interests
of the Holders of the Bonds.




     (c) The Issuer shall monitor the performance of the Master Servicer under the Master Servicing
Agreement, and shall use its reasonable good faith efforts to cause the Master Servicer duly and
punctually to perform all of its duties and obligations thereunder. Upon the occurrence of a
Servicing Default of which an Authorized Officer of the Issuer has actual knowledge under the
Master Servicing Agreement, the Issuer shall promptly notify the Trustee thereof, and shall specify
in such notice the action, if any, the Issuer is taking in respect of such Servicing Default. So
long as any such Servicing Default shall be continuing, the Trustee may (i) terminate all of the
rights and powers of the Master Servicer pursuant to the applicable provisions of the Master
Servicing Agreement; (ii) exercise any rights it may have to enforce the Master Servicing Agreement
against the Master Servicer; and/or (iii) waive any such Servicing Default under the Master
Servicing Agreement or take any other action with respect to such Servicing Default as is permitted
thereunder.



     (d) Upon any termination by the Trustee of the Master Servicer’s rights and powers pursuant to
the Master Servicing Agreement, the rights and powers of the Master Servicer with respect to the
Pledged Mortgages shall vest in the Trustee and the Trustee shall be the successor in all respects
to the Master Servicer in its capacity as Master Servicer with respect to such Pledged Mortgages
under the Master Servicing Agreement, until the Trustee shall have appointed, with the consent of
the Issuer, such consent not to be unreasonably withheld, and the Rating Agencies, and in
accordance with the applicable provisions of the Master Servicing Agreement a new FNMA- or
FHLMC-approved Person to serve as successor to the Master Servicer. With such consent, the Trustee
may elect to continue to serve as successor Master Servicer under the Master Servicing Agreement.
Upon appointment of a successor Master Servicer, the Trustee and such successor Master Servicer
shall enter into a master servicing agreement in a form substantially similar to the Master
Servicing Agreement. In connection with any such appointment, the Trustee 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 Master Servicer (including the Trustee) be in excess
of that payable to the Master Servicer under the Master Servicing Agreement.



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



     SECTION 3.08. INVESTMENT COMPANY ACT.



     The Issuer shall at all times conduct its operations so as not to be subject to the
Investment Company Act of 1940, as amended (or any successor statute), and the rules and
regulations thereunder.



     SECTION 3.09. NEGATIVE COVENANTS.



     The Issuer shall not:




	 	(a)	 	sell, transfer, exchange or otherwise dispose of any portion of the Trust
Estate except as expressly permitted by this Indenture or the Master Servicing
Agreement;
	 
	 	(b)	 	claim any credit on, or make any deduction from, the principal of, or interest
on, any of the Bonds by reason of the payment of any taxes levied or assessed upon any
portion of the Trust Estate;




39









 






	 	(c)	 	engage in any business or activity other than in connection with, or relating
to, the issuance of the Bonds and the Investor Certificate pursuant to this Indenture
and the Deposit Trust Agreement, respectively, or amend Section 2.03 or Section 11.01
of the Deposit Trust Agreement as in effect on the Closing Date without, in each case,
the consent of the Holders of 66 2/3% of the aggregate Class Principal Amount of the
Bonds then Outstanding;
	 
	 	(d)	 	incur any indebtedness or assume or guaranty any indebtedness of any Person,
except for such indebtedness as may be incurred by the Issuer in connection with the
issuance of the Bonds pursuant to this Indenture;
	 
	 	(e)	 	dissolve or liquidate in whole or in part; or
	 
	 	(f)	 	(i) permit the validity or effectiveness of this Indenture or any Grant to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any
covenants or obligations under this Indenture, except as may be expressly permitted
hereby, (ii) permit any lien, charge, security interest, mortgage or other encumbrance
(other than the lien of this Indenture, the lien created by Section 8.04 of the Deposit
Trust Agreement, as in effect on the Closing Date, or any Permitted Encumbrance) to be
created on or extended to or otherwise arise upon or burden the Trust Estate or any
part thereof or any interest therein or the proceeds thereof or (iii) permit the lien
of this Indenture not to constitute a valid perfected first priority security interest
in the Trust Estate.





     SECTION 3.10. ANNUAL STATEMENT AS TO COMPLIANCE.




     On or before 120 days after the end of the first fiscal year of the Issuer which ends
more than three months after the Closing Date, and each fiscal year thereafter, the Issuer shall
deliver to the Trustee a written statement, signed by an Authorized Officer, stating that:




	 	(1)	 	a review of the fulfillment by the Issuer during such year of its obligations
under this Indenture has been made under such officer’s supervision; and
	 
	 	(2)	 	to the best of such officer’s knowledge, based on such review, the Issuer has
fulfilled all of its obligations under this Indenture throughout such year, or, if
there has been a Default in the fulfillment of any such obligation, specifying each
such Default known to such officer and the nature and status thereof.





     SECTION 3.11. RECORDING OF ASSIGNMENTS.



     The Issuer shall cause the Assignments of the Pledged Mortgages securing the Bonds to be
duly recorded in the manner specified in Section 2(a)(i) of the Master Servicing Agreement. If the
Issuer fails to cause the Assignment to be recorded within the time limit provided thereunder, the
Issuer shall cause the Master Servicer to purchase such corresponding Pledged Mortgage pursuant to
Section 8.04 and the applicable provisions of the Master Servicing Agreement.



     SECTION 3.12. LIMITATION OF LIABILITY OF                     .



     It is expressly understood and agreed by the parties hereto that (a) this Indenture is
executed and delivered by                                         , not individually or personally but solely as
owner trustee of Sequoia Mortgage Trust 200_-___under the Deposit Trust Agreement, in the exercise
of the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and



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agreements by                                         , but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any liability on
                                        , other than any liability arising out of its gross negligence, bad faith or
willful misconduct, and (d) under no circumstances shall                                          be personally
liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer
under this Indenture or the other Operative Agreements.




ARTICLE IV




SATISFACTION AND DISCHARGE




     SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.



     Whenever the following conditions shall have been satisfied:




	 	(1)	 	either






	 	(A)	 	all Bonds theretofore authenticated and delivered (other than
(i) Bonds which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.08, and (ii) Bonds for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Issuer, as provided in Section 3.03) have been delivered to the Trustee for
cancellation; or
	 
	 	(B)	 	all Bonds not theretofore delivered to the Trustee for
cancellation






	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at the Stated
Maturity of the final installment of the principal thereof within one
year, or
	 
	 	(iii)	 	are to be called for redemption within one
year under irrevocable arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuer, and the Issuer, in the case of clauses (B)(i),
(B)(ii) or (B)(iii) above, has deposited or caused to be deposited with
the Trustee, in trust for such purpose, an amount sufficient to pay and
discharge the entire indebtedness on such Bonds not theretofore
delivered to the Trustee for cancellation, for principal and interest
to the Stated Maturity of their entire unpaid principal amount or to
the applicable Redemption Date, as the case may be, and in the case of
Bonds which were not paid at the Stated Maturity of their entire unpaid
principal amount, for all overdue principal and all interest payable on
such Bonds to the next succeeding Payment Date therefor;






	 	(2)	 	the Issuer has paid or caused to be paid all other sums payable hereunder by
the Issuer; and
	 
	 	(3)	 	the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel reasonably satisfactory in form and substance to the Trustee each stating
that all conditions precedent herein providing for the satisfaction and discharge of
this Indenture have been complied with;




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then, upon Issuer Request, this Indenture and the lien, rights and interests created hereby shall
cease to be of further effect, and the Trustee and each co-trustee and separate trustee, if any,
then acting as such hereunder shall, at the expense of the Issuer, execute and deliver all such
instruments as may be necessary to acknowledge the satisfaction and discharge of this Indenture and
shall pay, or assign or transfer and deliver, to the Issuer or upon Issuer Order all Pledged
Mortgages, cash, securities and other property held by it as part of the Trust Estate remaining
after satisfaction of the conditions set forth in clauses (1) and (2) above.




     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuer to the Trustee under Section 6.07, the obligations of the Trustee to the Issuer and the
Holders of Bonds under Section 3.03, the obligations of the Trustee to the Holders of Bonds under
Section 4.02 and the provisions of Article II with respect to lost, stolen, destroyed or mutilated
Bonds, registration of transfers of Bonds and rights to receive payments of principal of, and
interest on, the Bonds shall survive.



     SECTION 4.02. APPLICATION OF TRUST MONEY.



     All money deposited with the Trustee pursuant to Sections 3.03 and 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Bonds and this Indenture, to the
payment, either directly or through any Paying Agent, as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money has been deposited
with the Trustee.



ARTICLE V




DEFAULTS AND REMEDIES




     SECTION 5.01. EVENT OF DEFAULT.



     “Event of Default”, wherever used herein, means, with respect to Bonds issued hereunder,
any one of the following events (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):




	 	(1)	 	if the Issuer shall






	 	(A)	 	default in the payment when and as due of any installment of
principal of or interest on any Bond, or
	 
	 	(B)	 	default in the payment of the Redemption Price of any Bond
which has been called for optional redemption pursuant to Article X;






	 	(2)	 	if the Issuer shall breach, or default in the due observance, of any one or
more of the covenants set forth in clauses (a) through (e) of Section 3.09;
	 
	 	(3)	 	if the Issuer shall breach, or default in the due observance or performance of,
any other of its covenants in this Indenture, and such Default shall continue for a
period of 30 days after there shall have been given, by registered or certified mail,
to the Issuer by the Trustee, or to the Issuer and the Trustee [by the Bond Insurer,
or, during the existence of a Bond Insurer Default] by the Holders of Bonds
representing more than 50% of the aggregate Class Principal Amount of the Controlling
Class, a written notice specifying such Default and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;




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	 	(4)	 	if any representation or warranty of the Issuer made in this Indenture or any
certificate or other writing delivered pursuant hereto or in connection herewith shall
prove to be incorrect in any material respect as of the time when the same shall have
been made and, within 30 days after there shall have been given, by registered or
certified mail, written notice thereof to the Issuer by the Trustee, or to the Issuer
and the Trustee by the Holders of Bonds representing more than 50% of the aggregate
Class Principal Amount of the Controlling Class, the circumstance or condition in
respect of which such representation or warranty was incorrect shall not have been
eliminated or otherwise cured;
	 
	 	(5)	 	the entry of a decree or order for relief by a court having jurisdiction in
respect of the Issuer in an involuntary case under the federal bankruptcy laws, as now
or hereafter in effect, or any other present or future federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or of any substantial
part of its property, or ordering the winding up or liquidation of the affairs of the
Issuer and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or
	 
	 	(6)	 	the commencement by the Issuer of a voluntary case under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future federal or state
bankruptcy, insolvency or similar law, or the consent by the Issuer to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or of any substantial part of its
property or the making by the Issuer of an assignment for the benefit of creditors or
the failure by the Issuer generally to pay its debts as such debts become due or the
taking of corporate action by the Issuer in furtherance of any of the foregoing.





     (a) Notwithstanding the foregoing, prior to the payment in full of the Senior Bonds, the
failure of the Issuer to pay when and as due any installment of principal of or interest
(regardless of the lapse of any grace period) on any Subordinated Bond shall not constitute an
Event of Default hereunder. In addition, notwithstanding any applicable provision of this
Indenture, upon payment in full of the Senior Bonds, the prior occurrence of any such shortfalls
attributable to the Subordinated Bonds, which shortfalls have previously been paid in full, will
not constitute an Event of Default hereunder in respect of the Subordinated Bonds. Subject to the
foregoing, Section 5.01 of the Indenture shall otherwise apply in all respects to the Subordinated
Bonds.



     (b) Notwithstanding the foregoing, the failure of the Issuer to pay when and as due any
installment of principal of (regardless of the lapse of any grace period) any Senior Bond shall not
constitute an Event of Default hereunder unless the Senior Class Principal Amount exceeds the
aggregate Stated Principal Balances of the Pledged Mortgages after application of all available
amounts on deposit in the Distribution Account on a Payment Date. Subject to the foregoing, Section
5.01 of the Indenture shall otherwise apply in all respects to the Senior Bonds.



     SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.



     If an Event of Default occurs and is continuing with respect to the Bonds, then and in
every such case the Trustee or the Holders of Bonds representing more than 50% of the aggregate
Class Principal Amount of the Controlling Class may declare all the Bonds to be immediately due and
payable, by a notice in writing to the Issuer (and to the Trustee if given by Bondholders), and
upon any such declaration such Bonds shall become immediately due and payable in an amount equal
to:




	 	(i)	 	the aggregate Class Principal Amount of all Classes of Bonds,




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	 	(ii)	 	accrued and unpaid interest at the respective Bond Interest Rates on the
aggregate Class Principal Amount through the date of acceleration, and
	 
	 	(iii)	 	in the case of the Senior Bonds, interest (but only to the extent payment
thereof shall be legally enforceable) on any overdue installments of interest on the
Senior Bonds from the Stated Maturity of any such installments to the date of the
acceleration at the Bond Interest Rate at which such interest accrued or such lower
rate at which payment of such interest shall be legally enforceable.





     At any time after such a declaration of acceleration of maturity of the Bonds has been made
and before a judgment or decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of Bonds representing more than 50% of the
aggregate Class Principal Amount of the Controlling Class, by written notice to the Issuer and the
Trustee, may rescind and annul such declaration and its consequences if:




	 	(1)	 	the Issuer has paid or deposited with the Trustee a sum sufficient to pay:






	 	(A)	 	all payments of principal of, and interest on, all Bonds and
all other amounts which would then be due hereunder or upon such Bonds if the
Event of Default giving rise to such acceleration had not occurred; and
	 
	 	(B)	 	all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and






	 	(2)	 	all Events of Default, other than the nonpayment of the principal of Bonds
which have become due solely by such acceleration, have been cured or waived as
provided in Section 5.15.





     No such rescission shall affect any subsequent Default or impair any right consequent thereon.



     SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.



     Subject to Section 5.05, the Issuer covenants that if an Event of Default shall occur and
be continuing in respect to the Bonds and the Bonds have been declared due and payable and such
declaration and its consequences have not been rescinded and annulled, the Issuer will, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of the Bonds:




	 	(i)	 	the amounts specified in the first paragraph of Section 5.02, and
	 
	 	(ii)	 	in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.





     If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a Proceeding for the collection of the sums
so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce
the same against the Issuer or any other obligor upon the Bonds and collect, out of the Trust
Estate (as defined in the Deposit Trust Agreement), wherever situated, of the Issuer, the moneys
adjudged or decreed to be payable in the manner provided by law; provided, however, that neither
the Bank nor any of its agents, officers, directors, employees, successors or assigns shall be
personally liable for any amounts due under the Bonds or this Indenture.



44









 





     If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Bondholders by any Proceedings the Trustee
deems appropriate to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or enforce any other proper remedy, including, without limitation, instituting a Proceeding prior
to any declaration of acceleration of the Maturity of the Bonds for the collection of all amounts
then due and unpaid on such Bonds, prosecuting such Proceeding to final judgment or decree,
enforcing the same against the Issuer and collecting out of the property, wherever situated, of the
Issuer the moneys adjudged or decreed to be payable in the manner provided by law.



     SECTION 5.04. REMEDIES.



     If an Event of Default shall have occurred and be continuing and the Bonds have been
declared due and payable and such declaration and its consequences have not been rescinded and
annulled, the Trustee (subject to Section 5.18, to the extent applicable) may do one or more of the
following:




	 	(a)	 	institute Proceedings for the collection of all amounts then payable on the
Bonds, or under this Indenture, whether by declaration or otherwise, enforce any
judgment obtained, and collect from the Issuer moneys adjudged due;
	 
	 	(b)	 	in accordance with Section 5.18, sell the Trust Estate or any portion thereof
or rights or interest therein, at one or more public or private Sales called and
conducted in any manner permitted by law;
	 
	 	(c)	 	institute Proceedings from time to time for the complete or partial
foreclosure of this Indenture with respect to the Trust Estate; and
	 
	 	(d)	 	exercise any remedies of a secured party under the Uniform Commercial Code and
take any other appropriate action to protect and enforce the rights and remedies of the
Trustee or the Holders of the Bonds hereunder.





     SECTION 5.05. [RESERVED].



     SECTION 5.06. TRUSTEE MAY FILE PROOFS OF CLAIM.



     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any
other obligor upon any of the Bonds or the property of the Issuer or of such other obligor or their
creditors, the Trustee (irrespective of whether the Bonds shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Issuer for the payment of any overdue principal or interest) shall be entitled
and empowered, by intervention in such Proceeding or otherwise to:




	 	(i)	 	file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Bonds and file such other papers or documents and take such
other actions as it deems necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Bondholders allowed in
such Proceeding; and
	 
	 	(ii)	 	collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any receiver, assignee, trustee, liquidator
or sequestrator (or other similar official) in any such Proceeding is hereby authorized
by each Bondholder to make such payments to the Trustee and, in the event that the
Trustee




45









 






	 	 	 	shall consent to the making of such payments directly to the Bondholders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.





     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment
or composition affecting any of the Bonds or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Bondholder in any such Proceeding.



     SECTION 5.07. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF BONDS.



     All rights of action and claims under this Indenture or any of the Bonds may be
prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production
thereof in any Proceeding relating thereto, and any such Proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment shall be
for the ratable benefit of the Holders of the Bonds in respect of which such judgment has been
recovered. Any surplus shall be available, in accordance with Section 5.08, for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



     SECTION 5.08. APPLICATION OF MONEY COLLECTED.



     If the Bonds have been declared due and payable following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, any money collected by the
Trustee with respect to the Bonds pursuant to this Article or otherwise and any monies that may
then be held or thereafter received by the Trustee with respect to the Bonds shall be applied,
after payment to the Trustee of such amounts as may be payable to it under Section 6.07, in the
order, at the date or dates fixed by the Trustee and, in case of the distribution of the entire
amount due on account of principal of, and interest on, such Bonds, upon presentation and surrender
thereof:




     First: To the payment of amounts then due and unpaid to any Servicer or the Master
Servicer in respect of Nonrecoverable Advances made by such Servicer or the Master Servicer
pursuant to the related Servicing Agreement or the Master Servicing Agreement;




     Second: To the payment of amounts of interest and principal then due and unpaid upon
the Outstanding Bonds in accordance with the priorities set forth in Section 2.03(b); and




     Third: To the payment of the remainder, if any, to the Issuer or any other Person
legally entitled thereto.



     SECTION 5.09. LIMITATION ON SUITS.



     No Holder of a Bond shall have any right to institute any Proceedings, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:




	 	(1)	 	such Holder has previously given written notice to the Trustee of a continuing
Event of Default;
	 
	 	(2)	 	the Holders of Bonds representing more than 50% of the aggregate Class
Principal Amount of the Controlling Class shall have made written request to the
Trustee to




46









 






	 	 	 	institute Proceedings in respect of such Event of Default in its own name as Trustee
hereunder;
	 
	 	(3)	 	such Holder or Holders have offered to the Trustee indemnity in full against
the costs, expenses and liabilities to be incurred in compliance with such request;
	 
	 	(4)	 	the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such Proceeding; and
	 
	 	(5)	 	no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of Bonds representing more than 50% of
the aggregate Class Principal Amount of the Controlling Class;




it being understood and intended that no one or more Holders of Bonds shall have any right in any
manner whatever by virtue of, or by availing themselves of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all the Holders of
Bonds.




     SECTION 5.10. UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.



     Notwithstanding any other provision in this Indenture, other than the provisions hereof
limiting the right to recover amounts due on a Bond to recovery from the property of the Issuer,
the Holder of any Bond shall have the right, to the extent permitted by applicable law, which right
is absolute and unconditional, to receive payment of each installment of interest on such Bond on
the respective Stated Maturities of such installments of interest, to receive payment of each
installment of principal of such Bond when due (or, in the case of any Bond called for redemption,
on the date fixed for such redemption) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder.



     SECTION 5.11. RESTORATION OF RIGHTS AND REMEDIES.



     If the Trustee or any Bondholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Bondholder, then and in every such case
the Issuer, the Trustee and the Bondholders shall, subject to any determination in such Proceeding,
be restored severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Bondholders shall continue as though no such Proceeding
had been instituted.



     SECTION 5.12. RIGHTS AND REMEDIES CUMULATIVE.



     No right or remedy herein conferred upon or reserved to the Trustee or to the Bondholders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     SECTION 5.13. DELAY OR OMISSION NOT WAIVER.



     No delay or omission of the Trustee or of any Holder of any Bond to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any



47









 




such Event of Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Bondholders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Bondholders, as the case may be.




     SECTION 5.14. CONTROL BY BONDHOLDERS.



     The Holders of Bonds representing more than 50% of the aggregate Class Principal Amount
of the Controlling Class shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee; provided, however, that:




	 	(1)	 	such direction shall not be in conflict with any rule of law or with this
Indenture;
	 
	 	(2)	 	any direction to the Trustee to undertake a Sale of the Trust Estate shall be
by the Holders of Bonds representing the percentage of the aggregate Class Principal
Amount of the Controlling Class specified in Section 5.18(b)(1), unless Section
5.18(b)(2) is applicable; and
	 
	 	(3)	 	[Reserved];
	 
	 	(4)	 	the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction;




provided, however, that, subject to Section 6.01, the Trustee need not take any action which it
determines might involve it in liability or be unjustly prejudicial to the Bondholders not
consenting.




     SECTION 5.15. WAIVER OF PAST DEFAULTS.



     The Holders of Bonds representing more than 50% of the aggregate Class Principal Amount
of the Controlling Class may on behalf of the Holders of all the Bonds of such Class waive any past
Default hereunder and its consequences, except a Default:




	 	(1)	 	in the payment of any installment of principal of, or interest on, any Bond; or
	 
	 	(2)	 	in respect of a covenant or provision hereof which under Section 9.02 cannot be
modified or amended without the consent of the Holder of each Outstanding Bond
affected.





     Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



     SECTION 5.16. UNDERTAKING FOR COSTS.



     All parties to this Indenture agree, and each Holder of any Bond by his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Bondholder, or group of Bondholders,
holding in the aggregate Bonds representing more than 10% of the aggregate Class Principal Amount
of the Controlling Class, or to any suit instituted by any Bondholder for the



48









 




enforcement of the payment of any installment of interest on any Bond on or after the Stated
Maturity thereof expressed in such Bond or for the enforcement of the payment of any installment of
principal of any Bond when due (or, in the case of any Bond called for redemption, on or after the
applicable redemption date).




     SECTION 5.17. WAIVER OF STAY OR EXTENSION LAWS.



     The Issuer covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension of law wherever enacted, now or at any time hereafter in force, which may
affect the covenants in, or the performance of, this Indenture; and the Issuer (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.



     SECTION 5.18.SALE OF TRUST ESTATE.



     (a) The power to effect any sale (a “Sale”) of any portion of the Trust Estate pursuant
to Section 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust
Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have
been sold or all amounts payable on the Bonds and under this Indenture with respect thereto shall
have been paid. The Trustee may from time to time postpone any public Sale by public announcement
made at the time and place of such Sale. The Trustee hereby expressly waives its right to any
amount fixed by law as compensation for any Sale.



     (b) To the extent permitted by law, the Trustee shall not in any private Sale sell or
otherwise dispose of the Trust Estate, or any portion thereof, unless:




	 	(1)	 	the Holders of all Controlling Class consent to, or direct the Trustee to make,
such Sale; or
	 
	 	(2)	 	the proceeds of such Sale would be not less than the entire amount which would
be distributable to the Holders of the Bonds, in full payment thereof in accordance
with Section 5.08, on the Payment Date next succeeding the date of such Sale.
	 
	 	(3)	 	[Reserved]





     The purchase by the Trustee of all or any portion of the Trust Estate at a private Sale shall
not be deemed a Sale or disposition thereof for purposes of this Section 5.18(b).



     (c) Unless the Holders of all Controlling Class have otherwise consented or directed the
Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal
to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.18 has
not been established by the Trustee and no Person bids an amount equal to or greater than such
amount, the Trustee shall bid an amount at least $1.00 more than the highest other bid.



     (d) In connection with a Sale of all or any portion of the Trust Estate:




	 	(1)	 	any Holder or Holders of Bonds may bid for and purchase the
property offered for Sale, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property, without further
accountability, and may, in paying the purchase money therefor, deliver any
Controlling Class or claims for interest thereon in lieu of cash up to the
amount which shall, upon distribution of




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	 	 	 	the net proceeds of such Sale, be payable thereon, and such Bonds, in case
the amount so payable thereon shall be less than the amount due thereon,
shall be returned to the Holders thereof after being appropriately stamped
to show such partial payment;
	 
	 	(2)	 	the Trustee may bid for and acquire the property offered for
Sale in connection with any public Sale thereof, and, in lieu of paying cash
therefor, may make settlement for the purchase price by crediting the gross
Sale price against the sum of (A) the amount which would be distributable to
the Holders of the Bonds as a result of such Sale in accordance with Section
5.08 on the Payment Date next succeeding the date of such Sale and (B) the
expenses of the Sale and of any Proceedings in connection therewith which are
reimbursable to it, without being required to produce the Bonds in order to
complete any such Sale or in order for the net Sale price to be credited
against such Bonds, and any property so acquired by the Trustee shall be held
and dealt with by it in accordance with the provisions of this Indenture;
	 
	 	(3)	 	the Trustee shall execute and deliver an appropriate instrument
of conveyance transferring its interest in any portion of the Trust Estate in
connection with a Sale thereof;
	 
	 	(4)	 	the Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer to transfer and convey its interest in any
portion of the Trust Estate in connection with a Sale thereof, and to take all
action necessary to effect such Sale; and
	 
	 	(5)	 	no purchaser or transferee at such a Sale shall be bound to
ascertain the Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.





     (e) Notwithstanding anything in this Indenture to the contrary, if an Event of Default
specified in Section 5.01(1) is the Event of Default, or one of the Events of Default, on the basis
of which the Bonds have been declared due and payable, then the Trustee may, in its sole
discretion, sell the Trust Estate without compliance with this Section 5.18.



     SECTION 5.19. ACTION ON BONDS.



     The Trustee’s right to seek and recover judgment under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this
Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the
Holders of Bonds shall be impaired by the recovery of any judgment by the Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate.



ARTICLE VI




THE TRUSTEE




     SECTION 6.01. DUTIES OF TRUSTEE.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their



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exercise, as a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.




     (b) Except during the continuance of an Event of Default:




	 	(1)	 	The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture; and
	 
	 	(2)	 	In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. The Trustee
shall, however, examine such certificates and opinions to determine whether
they conform to the requirements of this Indenture.





     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




	 	(1)	 	This paragraph does not limit the effect of subsection (b) of
this Section;
	 
	 	(2)	 	The Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and
	 
	 	(3)	 	The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 5.14 or Section 5.18.





     (d) Except with respect to duties of the Trustee prescribed by the TIA, as to which this
Section 6.01(d) shall not apply, for all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Event of Default described in Section 5.01(2), 5.01(5) or
5.01(6) or any Default described in Section 5.01(3) or 5.01(4) or any Servicing Default or default
under the Master Servicing Agreement unless a Responsible Officer assigned to and working in the
Trustee’s corporate trust department has actual knowledge thereof or unless written notice of any
event which is in fact such an Event of Default, Servicing Default or default is received by the
Trustee at the Corporate Trust Office, and such notice references the Bonds generally, the Issuer,
the Trust Estate or this Indenture.



     (e) No provision of this Indenture shall require the Trustee 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. In determining that such repayment or indemnity is not reasonably assured to it, the
Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the
Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust
Estate pursuant to Sections 6.07 and 8.02(d); provided, however, that, except as provided in the
first sentence of this Section 6.01(e), the Trustee shall not refuse or fail to perform any of its
duties hereunder solely as a result of nonpayment of its reasonable fees and expenses; and provided
further, however, that nothing in this Section 6.01(e) shall be construed to limit the exercise by
the Trustee of any right or remedy permitted under this Indenture or otherwise in the event of the
Issuer’s failure to pay the amounts due the Trustee pursuant to Section 6.07.



     (f) Every provision of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section.



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     (g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and
to the Trust Estate following an Event of Default and a consequent declaration of acceleration of
the Maturity of the Bonds, whether such extinguishment occurs through a Sale of the Trust Estate to
another Person, the acquisition of the Trust Estate by the Trustee or otherwise, the rights, powers
and duties of the Trustee with respect to the Trust Estate (or the proceeds thereof) and the
Bondholders and the rights of Bondholders shall continue to be governed by the terms of this
Indenture.



     SECTION 6.02. NOTICE OF DEFAULT.



     Within 90 days after the occurrence of any Default known to the Trustee, the Trustee
shall transmit by mail to all Holders of Bonds notice of each such Default, unless such Default
shall have been cured or waived; provided, however, that except in the case of a Default of the
type described in Section 5.01(1), the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is
in the interests of the Holders of the Bonds; and provided, further, that in the case of any
Default of the character specified in Section 5.01(3) or 5.01(4) no such notice to Holders of the
Bonds shall be given until at least 30 days after the occurrence thereof. Concurrently with the
mailing of any such notice to the Holders of the Bonds, the Trustee shall transmit by mail a copy
of such notice to the Rating Agencies.



     SECTION 6.03. RIGHTS OF TRUSTEE.



     Except as otherwise provided in Section 6.01 hereof:




	 	(a)	 	the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties;
	 
	 	(b)	 	any request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by an Issuer Request or Issuer Order, and any resolution of the board of
directors may be sufficiently evidenced by a written resolution;
	 
	 	(c)	 	whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate or the Officer’s Certificate of the Master Servicer;
	 
	 	(d)	 	the Trustee may consult with counsel, and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;
	 
	 	(e)	 	the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Bondholders pursuant to this Indenture, unless such Bondholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;
	 
	 	(f)	 	the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note or other paper or document, but
the Trustee, in its




52









 






	 	 	 	discretion may make such further inquiry or investigation into such facts or matters
as it may see fit, and if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled, on reasonable prior notice to the Issuer, to
examine the books, records and premises of the Issuer, personally or by agent or
attorney, during the Issuer’s normal business hours; provided that the Trustee shall
and shall cause its agents to hold in confidence all such information except to the
extent disclosure may be required by law and except to the extent that the Trustee,
in its sole judgment, may determine that such disclosure is consistent with its
obligations hereunder;
	 
	 	(g)	 	the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed and supervised with due care by it hereunder;
	 
	 	(h)	 	the Trustee shall not be liable for any action it takes or omits to take in
good faith which it believes to be authorized or within its rights or powers;
	 
	 	(i)	 	prior to the time that one of its Responsible Officers obtains actual knowledge
of a Servicing Default as defined in the Master Servicing Agreement or a failure by the
Master Servicer thereunder which with notice and the passage of time will become a
Servicing Default, the Trustee shall not be responsible for taking action with respect
thereto;
	 
	 	(j)	 	the Trustee shall not be responsible for supervising, monitoring or reviewing
the Master Servicer’s performance of its duties under the Master Servicing Agreement
except to the extent of determining (i) that the periodic reports, certificates and
opinions required to be delivered by the Master Servicer to it thereunder are delivered
in timely fashion and conform to the requirements of the Master Servicing Agreement,
(ii) that the amounts received by it from the Master Servicer for deposit in the
Distribution Account during any month are as shown in the Master Servicer’s report for
such month, (iii) and that any Trustee Mortgage File or document therein that has been
released by the Trustee to the Master Servicer is returned as provided in the Master
Servicing Agreement; and
	 
	 	(k)	 	the provisions of this Section, other than clauses (e), (i) and (j), and of
Sections 6.01(b) and (c) shall apply to the Trustee as it may be Successor Master
Servicer under the Master Servicing Agreement.





     SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF BONDS.



     The recitals contained herein and in the Bonds, except the certificates of authentication
on the Bonds, shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations with respect to the
Trust Estate or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee
shall not be accountable for the use or application by the Issuer of the Bonds or the proceeds
thereof or any money paid to the Issuer or upon Issuer Order pursuant to the provisions hereof.



     SECTION 6.05. MAY HOLD BONDS.



     The Trustee, any Agent, or any other agent of the Issuer, in its individual or any other
capacity, may become the owner or pledgee of Bonds and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if
it were not the Trustee, Agent or such other agent.



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     SECTION 6.06. MONEY HELD IN TRUST.



     Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by this Indenture or by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Issuer and
except to the extent of income or other gain on investments which are obligations of the Trustee,
in its commercial capacity, and income or other gain actually received by the Trustee on
investments, which are obligations of others.



     SECTION 6.07. COMPENSATION AND REIMBURSEMENT.



     The Issuer agrees:




	 	(1)	 	subject to any separate written agreement with the Trustee, to pay the Trustee
from time to time reasonable compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);
	 
	 	(2)	 	except as otherwise expressly provided herein, to reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in connection with the performance of its duties hereunder (including the
reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and
	 
	 	(3)	 	to indemnify the Trustee and its agents for, and to hold them harmless against,
any loss, liability or expense incurred without negligence or bad faith on their part,
arising out of, or in connection with, the acceptance or administration of this trust,
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 shall have given
the Issuer written notice thereof promptly after the Trustee shall have
knowledge thereof;
	 
	 	(ii)	 	while maintaining absolute control over its own defense, the
Trustee shall cooperate and consult fully with the Issuer in preparing such
defense; and
	 
	 	(iii)	 	notwithstanding anything to the contrary in this Section
6.07(3), the Issuer shall not be liable for settlement of any such claim by the
Trustee entered into without the prior consent of the Issuer.





     As security for the performance of the obligations of the Issuer under this Section, the
Trustee shall have a lien ranking junior to the lien of the Bonds with respect to which any claim
of the Trustee under this Section arose (but senior to all other liens, if any) upon all property
and funds held or collected as part of the Trust Estate by the Trustee in its capacity as such. The
Trustee shall not institute any Proceeding seeking the enforcement of such lien against the Trust
Estate unless such Proceeding is in connection with a Proceeding in accordance with Article V for
enforcement of the lien of this Indenture after the occurrence of an Event of Default (other than
an Event of Default arising solely from the Issuer’s failure to pay amounts due the Trustee under
this Section 6.07) and a resulting declaration of acceleration of Maturity of the Bonds which has
not been rescinded and annulled.



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     SECTION 6.08. ELIGIBILITY; DISQUALIFICATION.



     Irrespective of whether this Indenture is qualified under the TIA, this Indenture shall
always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1) and 310(a)(5). The
Trustee shall always have a combined capital and surplus as stated in Section 6.09. The Trustee
shall be subject to TIA Section 310(b).



     SECTION 6.09. TRUSTEE’S CAPITAL AND SURPLUS.



     The Trustee shall at all times have a combined capital and surplus of at least
$50,000,000 or shall be a member of a bank holding company system, the aggregate combined capital
and surplus of which is at least $50,000,000; provided, however, that the Trustee’s separate
capital and surplus shall at all times be at least the amount required by TIA Section 310(a)(2) if
this Indenture is qualified under the TIA. If the Trustee publishes annual reports of condition of
the type described in TIA Section 310(a)(2), its combined capital and surplus for purposes of this
Section 6.09 shall be as set forth in the latest such report.



     SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 6.11.



     (b) The Trustee may resign at any time by giving written notice thereof to the Issuer. If an
instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.



     (c) The Trustee may be removed at any time by Act of the Holders representing more than 50% of
the aggregate Class Principal Amount of the Controlling Class, delivered to the Trustee and to the
Issuer.



     (d) If at any time:




	 	(1)	 	the Trustee shall have a conflicting interest prohibited by
Section 6.08 and shall fail to resign or eliminate such conflicting interest
in accordance with Section 6.08 after written request therefor by the Issuer
or by any Bondholder; provided, however, that this Section 6.10(d)(1) shall not
be operative as part of this Indenture unless and until this Indenture is
qualified under the TIA, and until such qualification this Indenture shall be
construed as if this Section 6.10(d)(1) were not contained herein; or
	 
	 	(2)	 	the Trustee shall cease to be eligible under Section 6.09 or
shall become incapable of acting or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation;




then, in any such case, (i) the Issuer by an Issuer Order may remove the Trustee or (ii) subject to
Section 5.16, any Bondholder who has been a bona fide Holder of a Bond for at least six months may,
on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of




55









 







the Trustee and the appointment of a successor Trustee, unless this Indenture is qualified under
the TIA and the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the Trustee for any cause, the Issuer, by an Issuer Order shall
promptly appoint a successor Trustee. If within one year after such resignation, removal or
incapability or the occurrence of such vacancy a successor Trustee shall be appointed by Act of
the Holders of Bonds representing more than 50% of the aggregate Class Principal Amount of the
Controlling Class delivered to the Issuer and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have
been so appointed by the Issuer or Bondholders and shall have accepted appointment in the manner
hereinafter provided, any Bondholder who has been a bona fide Holder of a Bond for at least six
months may, on behalf of itself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.



     (f) The Issuer shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to the Holders of Bonds. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office.



     SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.



     Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Issuer and the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee. Notwithstanding the foregoing, on request of the Issuer
or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder subject nevertheless to its lien, if
any, provided for in Section 6.07. Upon request of any such successor Trustee, the Issuer shall
execute and deliver any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



     SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Bonds have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Bonds so authenticated with the same effect as if such successor
Trustee had authenticated such Bonds.



56









 





     SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIM AGAINST ISSUER.



     If this Indenture is qualified under the TIA, the Trustee shall be subject to TIA Section
311(a), excluding any creditor relationship listed in TIA Section 311(b), and a Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.



     SECTION 6.14. CO-TRUSTEES AND SEPARATE TRUSTEES.



     At any time or times, for the purpose of meeting the legal requirements of the TIA or of
any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the
Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders
of Bonds representing more than 50% of the aggregate Class Principal Amount of the Controlling
Class with respect to which a co-trustee or separate trustee is being appointed, the Issuer shall
for such purpose join with the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons approved by the
Trustee either to act as co-trustee, jointly with the Trustee, of all or any part of the Trust
Estate, or to act as separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other
provisions of this Section. If the Issuer does not join in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default has occurred and is
continuing, the Trustee alone shall have power to make such appointment.



     Should any written instrument from the Issuer be required by any co-trustee or separate
trustee so appointed for more fully confirming to such co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Issuer. Each notice shall include the name and address of any
such co-trustee or successor trustee.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following terms:



     (1) Bonds shall be authenticated and delivered and all rights, powers, duties and obligations
hereunder in respect of the custody of securities, cash and other personal property held by, or
required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the
Trustee.



     (2) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and
exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any particular act is to be
performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such
rights, powers, duties and obligations shall be exercised and performed by such co-trustee or
separate trustee.



     (3) The Trustee at any time, by an instrument in writing executed by it, with the concurrence
of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee
or separate trustee appointed under this Section, and, in case of an Event of Default has occurred
and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of
the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-trustee or separate trustee which has resigned or has been removed may be
appointed in the manner provided in this Section.



57









 





     (4) No co-trustee or separate trustee shall be required to satisfy the eligibility
requirements under Sections 6.08 and 6.09. No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or any other such trustee
hereunder.



     (5) Any Act of Bondholders delivered to the Trustee shall be deemed to have been delivered to
each such co-trustee and separate trustee.



     SECTION 6.15. AUTHENTICATING AGENTS.



     Upon the request of the Issuer, the Trustee shall appoint an Authenticating Agent with
power to act on its behalf and subject to its direction in the authentication and delivery of the
Bonds designated for such authentication by the Issuer and containing provisions therein for such
authentication (or with respect to which the Issuer has made other arrangements, satisfactory to
the Trustee and such Authenticating Agent, for notation on the Bonds of the authority of an
Authenticating Agent appointed after the initial authentication and delivery of such Bonds) in
connection with transfers and exchanges under Sections 2.06 and 2.07, if any, as fully to all
intents and purposes as though the Authenticating Agent had been expressly authorized by those
Sections to authenticate and deliver Bonds. For all purposes of this Indenture (other than in
connection with the authentication and delivery of Bonds pursuant to Sections 2.05 and 2.12 in
connection with their initial issuance and for purposes of Section 2.08), the authentication and
delivery of Bonds by the Authenticating Agent pursuant to this Section shall be deemed to be the
authentication and delivery of Bonds “by the Trustee”. Such Authenticating Agent shall at all times
be a Person that both meets the requirements of Section 6.09 for the Trustee hereunder and has its
principal office in the Borough of Manhattan, City and State of New York.



     Any Authenticating Agent shall also serve as Bond Registrar or co-Bond Registrar, as provided
in Section 2.07. Any Authenticating Agent appointed by the Trustee pursuant to the terms of this
Section 6.15 or pursuant to the terms of any supplemental indenture shall deliver to the Trustee as
a condition precedent to the effectiveness of such appointment an instrument accepting the trusts,
duties and responsibilities of Authenticating Agent and of Bond Registrar or co-Bond Registrar and
indemnifying the Trustee for and holding the Trustee harmless against, any loss, liability or
expense (including reasonable attorneys’ fees) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance, administration of the trust or exercise
of authority by such Authenticating Agent, Bond Registrar or co-Bond Registrar.



     Any corporation into which any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this Section, without the
execution or filing of any further act on the part of the parties hereto or the Authenticating
Agent or such successor corporation.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee and the Issuer. 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 Issuer. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section, the Trustee shall promptly
appoint a successor Authenticating Agent, shall give written notice of such appointment to the
Issuer and shall mail notice of such appointment to all Holders of Bonds.



     The Trustee agrees, subject to Section 6.01(e), to pay to any Authenticating Agent from time
to time reasonable compensation for its services and the Trustee shall be entitled to be reimbursed
for such payments, subject to Section 6.07. The provisions of Sections 2.10, 6.04 and 6.05 shall be
applicable to any Authenticating Agent.



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     SECTION 6.16. REVIEW OF MORTGAGE DOCUMENTS.



     The Trustee agrees, for the benefit of the Holders of the Bonds, to review, within 90 days
after the Closing Date, the Mortgage Documents delivered to it in connection with the Grant of the
Original Pledged Mortgages as security for the Bonds. The Trustee’s review shall be limited to a
determination that all documents referred to in the definition of the term Mortgage Documents have
been delivered with respect to each such Pledged Mortgage (other than the documents related to any
Pledged Mortgage so listed which has been subject to a Principal Prepayment in Full and the
proceeds of which have been delivered to the Trustee in lieu of the applicable Mortgage Documents),
that all such documents have been executed, and that all such documents relate to the Original
Pledged Mortgages, provided that the Trustee shall not be responsible for determining whether any
assignment is in recordable form or for verifying the information with respect to said loans
contained on the Pledged Mortgage Schedule. In performing such review the Trustee may rely upon the
purported genuineness and due execution of any such document and on the purported genuineness of
any signature thereon. If the Trustee discovers any defect or omission in the Mortgage Documents or
that any document required to be delivered to it has not been delivered or that any document so
delivered does not relate to any of the Original Pledged Mortgages, it shall promptly notify the
Issuer and the Master Servicer of such Pledged Mortgage in accordance with the provisions of the
Master Servicing Agreement.



     SECTION 6.17. PAYMENT OF CERTAIN INSURANCE PREMIUMS.



     Notwithstanding anything to the contrary contained in this Indenture, the Trustee agrees,
for the benefit of the Holders of the Bonds, that, should it fail to receive notice from the
Master Servicer or the applicable Insurer, within the time period required pursuant to the Master
Servicing Agreement, to the effect that any premiums due with respect to any Insurance Policies the
premiums for which are required to be paid by the Servicer or the Master Servicer from amounts on
deposit in the related Escrow Account, or required to be advanced by the Master Servicer or the
related Servicer, have been paid in full at the times set forth in the Master Servicing Agreement,
the Trustee shall proceed with diligence to make inquiries of the Master Servicer, the Issuer and
the applicable Insurers as to whether such premiums have been paid at the times set forth in the
Master Servicing Agreement. In the event such premiums have not been paid and the coverage provided
under the related Insurance Policy may be interrupted or adversely affected, the Trustee agrees
promptly to pay such premiums from amounts on deposit in the Distribution Account, pursuant to
Section 8.02(d) and in accordance with its obligations under the applicable provisions of the
Master Servicing Agreement.



     SECTION 6.18. SUBSTITUTION OF INSURANCE POLICIES, ETC.; NOTIFICATION OF RATING AGENCIES.



     (a) Provided that the conditions set forth in paragraph (b) hereof have been satisfied,
the Issuer may substitute a replacement policy or instrument for any Bond Insurance Policy.



     (b) The Issuer shall notify each Rating Agency rating the Bonds in the event that any
replacement policy or instrument is obtained for any Bond Insurance Policy and Insurer or other
Person other than the Person who issued such policy or instrument; provided, however, that the
Trustee shall not be required to accept any such replacement policy or instrument unless the
Trustee has received from each Rating Agency rating the Bonds a written instrument to the effect
that such acceptance by the Trustee will not result in the lowering of the then applicable rating
of any Bonds issued pursuant to this Indenture by such Rating Agency.



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ARTICLE VII




BONDHOLDERS’ LISTS AND REPORTS




     SECTION 7.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF BONDHOLDERS.



     (a) The Issuer shall furnish or cause to be furnished to the Trustee (i) semi-annually,
not less than 45 days nor more than 60 days after the Interest Payment Date occurring closest to
six months after the Closing Date and each Interest Payment Date occurring at six-month intervals
thereafter, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Bonds and (ii) at such other times, as the Trustee may request in writing, within
30 days after receipt by the Issuer of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided, however, that so
long as the Trustee is the Bond Registrar, no such list shall be required to be furnished.



     (b) In addition to furnishing to the Trustee the Bondholder lists, if any, required under
subsection (a), the Issuer shall also furnish all Bondholder lists, if any, required under Section
3.03 at the times required by Section 3.03.



     SECTION 7.02. RESERVATION OF INFORMATION; COMMUNICATIONS TO BONDHOLDERS.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Holders of Bonds contained in the most recent list, if any, furnished to
the Trustee as provided in Section 7.01 and the names and addresses of the Holders of Bonds
received by the Trustee in its capacity as Bond Registrar. The Trustee may destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.



     (b) If this Indenture is qualified under the TIA, Bondholders may communicate pursuant to TIA
Section 312(b) with other Bondholders with respect to their rights under this Indenture or under
the Bonds.



     (c) If this Indenture is qualified under the TIA, the Issuer, the Trustee and the Bond
Registrar shall have the protection of TIA Section 312(c).



     SECTION 7.03. REPORTS BY TRUSTEE.



     (a) If this Indenture is qualified under the TIA, then within 30 days after May 15 of
each year (the “reporting date”), commencing with the year after the issuance of the Bonds, (i) in
the circumstance required by TIA Section 313(a), the Trustee shall mail to all Holders a brief
report dated as of such reporting date that complies with TIA Section 313(a), (ii) the Trustee
shall also mail to Holders of Bonds with respect to which it has made advances any reports with
respect to such advances that are required by TIA Section 313(b)(2) and (iii) the Trustee shall
also mail to Holders of Bonds any reports required by TIA Section 313(b)(1). For purposes of the
information required to be included in any such reports pursuant to TIA Sections 313(a)(3),
313(b)(1) (if applicable) or 313(b)(2), the principal amount of indenture securities outstanding on
the date as of which such information is provided shall be the aggregate Class Principal Amount of
the then Controlling Class covered by the report. The Trustee shall comply with TIA Section 313(c)
with respect to any reports required by this Section 7.03(a).



     (b) If this Indenture is qualified under the TIA, a copy of each report required under this
Section 7.03 shall, at the time of such transmission to Holders of Bonds be filed by the Trustee
with the



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Commission and with each securities exchange upon which the Bonds are listed. The Issuer will
notify the Trustee when the Bonds are listed on any securities exchange.




     SECTION 7.04. REPORTS BY ISSUER.



     If this Indenture is qualified under the TIA, the Issuer (a) shall file with the Trustee,
within 15 days after it files them with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Issuer is required to file with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and (b) shall
also comply with the other provisions of TIA Section 314(a).



     SECTION 7.05. NOTICE TO THE RATING AGENCIES [AND TO BOND INSURER.]



     The Issuer shall use its best efforts promptly to provide notice to the Rating Agencies
[and the Bond Insurer] of any of the following events of which it has actual knowledge:




	 	(a)	 	any material change to or amendment of this Indenture;
	 
	 	(b)	 	the occurrence of any Default or Event of Default that has not been cured;
	 
	 	(c)	 	the resignation or termination of the Trustee;
	 
	 	(d)	 	the substitution of Pledged Mortgages;
	 
	 	(e)	 	the proposed issuance of Additional Bonds;
	 
	 	(f)	 	the final payment of Bondholders; and
	 
	 	[(g)	 	 any payment or claim made under the Bond Insurance Policy.]





ARTICLE VIII




ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES




     SECTION 8.01. COLLECTION OF MONEYS.



     Except as otherwise expressly provided herein, the Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or assistance of any fiscal
agent or other intermediary, all money and other property payable to or receivable by the Trustee
pursuant to this Indenture. The Trustee shall hold all such money and property received by it as
part of the Trust Estate and shall apply it as provided in this Indenture. Except as otherwise
expressly provided herein, if any default occurred in the making of any payment or performance
under any agreement or instrument that is part of the Trust Estate, the Trustee may take such
action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to
claim a Default or Event of Default hereunder and any right to proceed thereafter as provided in
Article V.



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     SECTION 8.02. DISTRIBUTION ACCOUNT.



     (a) On or prior to the Closing Date, the Issuer shall cause the Master Servicer to
establish and maintain, in the name of the Trustee, for the benefit of the Bondholders and the
Holder of the Investor Certificate, the Pledged Accounts as provided in Section 3(h) of the Master
Servicing Agreement.



     (b) Except as otherwise provided in the Master Servicing Agreement, within one Business Day of
receipt thereof by the Master Servicer, the Master Servicer will deposit in the Bond Account all
amounts required to be deposited therein pursuant to Section 3(h) of the Master Servicing
Agreement.



     (c) The Trustee shall establish and maintain, on behalf of the Bondholders, the Distribution
Account. The Trustee shall, promptly upon receipt, deposit in the Distribution Account and retain
therein the following:




	 	(i)	 	the aggregate amount remitted by the Master Servicer to the
Trustee pursuant to Section 3(h)(vii) of the Master Servicing Agreement; and
	 
	 	(ii)	 	any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.





     In the event that the Master Servicer shall remit any amount not required to be remitted, it
may at any time direct the Trustee to withdraw such amount from the Distribution Account, any
provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering
an Officer’s Certificate to the Trustee which describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be held by the Trustee
in trust for the Bondholders until disbursed in accordance with this Indenture or withdrawn in
accordance with Section 2.03(b). In no event shall the Trustee incur liability for withdrawals from
the Distribution Account at the direction of the Master Servicer.



     (d) Subject to Sections 5.02 and 5.08, on each Payment Date and Redemption Date, the Trustee
shall distribute all amounts on deposit in the Distribution Account to Bondholders in respect of
the Bonds to the extent of amounts due and unpaid on the Bonds for principal and interest in the
amounts and in the order of priority set forth in Section 2.03(b).



     SECTION 8.03. GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS.



     (a) Each Pledged Account shall relate solely to the Bonds, the Investor Certificate and
to the Pledged Mortgages, Permitted Investments and other property securing the Bonds. Funds and
other property in each Pledged Account shall not be commingled with any other moneys or property of
the Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Trustee may hold any funds
or other property received or held by it as part of a Pledged Account, other than the Distribution
Account, in collective accounts maintained by it in the normal course of its business and
containing funds or property held by it for other Persons (which may include the Issuer or an
Affiliate), provided that such accounts are under the sole control of the Trustee and the Trustee
maintains adequate records indicating the ownership of all such funds or property and the portions
thereof held for credit to each Pledged Account.



     (b) So long as no Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Pledged Accounts shall be invested in Permitted Investments and
reinvested by the Trustee upon written direction of the Master Servicer, subject to the provisions
of Section 3(h) of the Master Servicing Agreement. Any such Permitted Investment shall mature not
later than the applicable date specified in Section 3(h)(ix) of the Master Servicing Agreement. All
income and gain (net of any losses) realized from any such investment of funds on deposit in the
Pledged Accounts shall be for the



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benefit of the Master Servicer as servicing compensation and shall be remitted to it monthly
as provided in the Master Servicing Agreement. The amount of any realized losses in the Pledged
Accounts incurred in respect of any such investments shall promptly be deposited by the Master
Servicer in the applicable Pledged Account or Pledged Accounts. The Master Servicer will not direct
the Trustee to make any investment of any funds or to sell any investment held in any of the
Pledged Accounts unless the security interest Granted and perfected in such account will continue
to be perfected in such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Trustee to make any such
investment or sale, if requested by the Trustee, the Master Servicer shall deliver to the Trustee
an Opinion of Counsel, acceptable to the Trustee, to such effect.




     (c) Subject to Section 6.01(c), the Trustee shall not in any way be held liable by reason of
any insufficiency in any of the Pledged Accounts resulting from any loss on any Permitted
Investment included therein except for losses attributable to the Trustee’s failure to make
payments on such Permitted Investments issued by the Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.



     (d) If (i) the Master Servicer shall have failed to give investment directions for any funds
on deposit in the Pledged Accounts to the Trustee by 11:00 a.m. Eastern Time (or such other time as
may be agreed by the Master Servicer and Trustee) on any Business Day or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Bonds but the Bonds shall not
have been declared due and payable pursuant to Section 5.02 or (iii) if such Bonds shall have been
declared due and payable following an Event of Default, amounts collected or receivable from the
Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a
declaration, then the Trustee shall, to the fullest extent practicable, invest and reinvest funds
in the Pledged Accounts in one or more Permitted Investments.



     (e) The Trustee shall, at all times while any Bonds are outstanding, maintain in its
possession, or in the possession of an agent whose actions with respect to such items are under the
sole control of the Trustee, all certificates or other instruments, if any, evidencing any
investment of funds in a Pledged Account. The Trustee shall relinquish possession of such items, or
direct its agent to do so, only for purposes of collecting the final payment receivable on such
investment or certificate or, in connection with the sale of any investment held in a Pledged
Account, against delivery of the amount receivable in connection with any sale.



     SECTION 8.04. PURCHASES OF DEFECTIVE PLEDGED MORTGAGES.



     (a) If at any time the Issuer or the Trustee discovers or is notified by the Master
Servicer (i) that there has been a breach of any of the Master Servicer’s representations and
warranties with respect to Pledged Mortgages contained in the Master Servicing Agreement that
materially and adversely affects the interests of the Bondholders in any Pledged Mortgage, (ii)
that any of the Mortgage Documents for a Pledged Mortgage has not been properly executed by the
Mortgagor or contains a material defect or (iii) that any Mortgage Documents for a Pledged Mortgage
shall not have been received by the Trustee within the applicable time periods and in the forms set
forth in Section 3.11 or Section 6.16, as the case may be, and the Master Servicing Agreement, then
the party discovering such defect or omission or receiving notice thereof shall promptly notify the
other party and the Master Servicer (other than in cases where the Master Servicer has given notice
thereof).



     (b) If any defect, misrepresentation or omission described in subsection (a) of this Section
8.04 materially and adversely affects the interests of the Bondholders, then the Issuer shall,
pursuant to the applicable provisions of the Master Servicing Agreement, cause the Master Servicer
to either (i) cure any such defect, misrepresentation or omission, (ii) remove such Pledged
Mortgage and substitute in its place a Replacement Pledged Mortgage or (iii) purchase he affected
Pledged Mortgage, in each case at the times and in the manner set forth in the Master Servicing
Agreement.



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     (c) Upon any such purchase or substitution, the Issuer shall be entitled to request a release
of the defective Pledged Mortgage from the lien of this Indenture pursuant to Section 8.08(c) and
Section 8.12.



     (d) If the Master Servicer shall either (i) purchase any Pledged Mortgage it is required to
purchase pursuant to the Master Servicing Agreement and deposit the Purchase Price therefor in the
Bond Account or (ii) (a) remove such Pledged Mortgage from the Trust Estate and substitute in its
place a Replacement Pledged Mortgage and (b) deposit in the Bond Account any related Substitution
Adjustment Amount, in each case in the manner set forth in the Master Servicing Agreement, then the
Master Servicer shall be deemed to have complied with all requirements imposed upon it by this
Section 8.04 with respect to such Pledged Mortgage.



     (e) The Master Servicer shall, in its sole discretion, have the right to purchase for its own
account from the Trust Estate any Pledged Mortgage which is 91 days or more delinquent at a price
and in the manner specified in Section 3(n) of the Master Servicing Agreement. Upon purchase of
such Pledged Mortgage by the Master Servicer, the Master Servicer shall have the right to treat
such Pledged Mortgage (a “Defaulted Pledged Mortgage”) as having been the subject of a Principal
Prepayment in Full and request the release thereof from the lien of this Indenture pursuant to
Section 8.12.



     SECTION 8.05. GRANT OF REPLACEMENT PLEDGED MORTGAGE.



     The Master Servicer shall be permitted to substitute any Pledged Mortgage for any
Original Pledged Mortgage initially Granted to the Trustee on the Closing Date pursuant to this
Indenture as set forth in Sections 2(a)(ii) and 2(d)(iv) of the Master Servicing Agreement.



     SECTION 8.06. REPORTS BY TRUSTEE TO BONDHOLDERS.



     On each Payment Date or Optional Redemption Date the Trustee shall deliver a written
report to each Holder of Bonds, setting forth the following (a “Payment Date Statement”):



     (a) On or before [noon California time] on the Determination Date, the Master Servicer shall
provide by modem to the Trustee with respect to the Pledged Mortgages, an electronic data file
(accompanied by a hardcopy report) in a format which is mutually agreed upon by the Master Servicer
and the Trustee. The Trustee shall be under no duty to recalculate, verify or recompute the
information provided to it by the Master Servicer under this Section 8.06(a). Not later than each
Payment Date, the Trustee shall prepare and cause to be forwarded by first class mail to each
Bondholder, the Master Servicer and the Issuer a statement (each, a “Payment Date Statement”)
setting forth with respect to the related distribution:




	 	(i)	 	the amount thereof allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and Liquidation
Proceeds included therein;
	 
	 	(ii)	 	the amount thereof allocable to interest, and (x) any of (a)
the amount by which the aggregate Senior Interest Shortfalls on prior Payment
Dates exceeds the amount paid on the Senior Bonds on prior Payment Dates
pursuant to clause (ii) of the definition of Senior Interest Payment Date, (b)
the amount by which the aggregate Class [B-1] Interest Shortfalls on prior
Payment Dates exceeds the amount paid on the Class [B-1] Bonds on prior Payment
Dates pursuant to clause (iii) of the definition of Class [B-1] Interest
Payment Amount and (c) the amount by which the aggregate Class [B-2] Interest
Shortfalls on prior Payment Dates exceeds the amount paid on the Class [B-2]
Bonds on prior Payment Dates pursuant to clause (iii) of the definition of
Class [B-2] Interest Payment Amount




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	 	 	 	included in such distribution and (y) any of the amounts in clauses (a), (b)
or (c) above remaining after giving effect to such distribution.
	 
	 	(iii)	 	if the distribution to the Holders of such Class of Bonds is
less than the full amount that would be distributable to such Holders pursuant
to Section 2.03(b) on such Payment Date if there were sufficient funds
available therefor, the amount of the shortfall and the allocation thereof as
between principal and interest and specifying, in the case of the Subordinated
Bonds, the Class [B-2] Principal Carryover Shortfall and/or Class [B-1]
Principal Carryover Shortfall;
	 
	 	(iv)	 	the Class Principal Amount of each Class of Bonds and the
Invested Amount after giving effect to the distribution of principal on such
Payment Date;
	 
	 	(v)	 	the Pool Stated Principal Balance for the following Payment
Date;
	 
	 	(vi)	 	the Senior Percentage, the Class [B-1] Percentage, the Class
[B-2] Percentage and the Investor Percentage for the following Payment Date;
	 
	 	(vii)	 	the amount of the Master Servicing Fees and Servicing Fees
paid to or retained by the Master Servicer and the Servicers (with respect to
the Servicers, in the aggregate) with respect to such Payment Date;
	 
	 	(viii)	 	the Bond Interest Rate for each such Class of Bonds and the Certificate
Interest Rate with respect to such Payment Date;
	 
	 	(ix)	 	the amount of Advances included in the distribution on such
Payment Date and the aggregate amount of Advances outstanding as of the close
of business on such Payment Date;
	 
	 	(x)	 	the number and aggregate principal amounts of Pledged Mortgages
(A) delinquent (exclusive of Pledged Mortgages in foreclosure) (1) 1 to 29 days
(2) 30 to 59 days (3) 60 to 89 days and (4) 90 or more days and (B) in
foreclosure and delinquent (1) 1 to 29 days (2) 30 to 59 days (3) 60 to 89 days
and (4) 90 or more days, as of the close of business on the last day of the
calendar month preceding such Payment Date;
	 
	 	(xi)	 	for each of the preceding 12 calendar months, or all calendar
months since the Cut-off Date, whichever is less, the aggregate dollar amount
of the Scheduled Payments (A) due on all Outstanding Pledged Mortgages on each
of the Due Dates in each such month and (B) delinquent 60 days or more on each
of the Due Dates in each such month;
	 
	 	(xii)	 	with respect to any Pledged Mortgage that became an REO
Property during the preceding calendar month, the loan number and Stated
Principal Balance of such Pledged Mortgage as of the close of business on the
Determination Date preceding such Payment Date and the date of acquisition
thereof;
	 
	 	(xiii)	 	the total number and principal balance of any REO Properties (and market
value, if available) as of the close of business on the Determination Date
preceding such Payment Date;
	 
	 	(xiv)	 	the Senior Percentage, the Class [B-1] Percentage, the Class
[B-2] Percentage and the Investor Prepayment Percentage for the following
Payment Date;




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	 	(xv)	 	the aggregate amount of Realized Losses incurred during the
preceding calendar month and aggregate Realized Losses through such Payment
Date;
	 
	 	(xvi)	 	the amount payable to the holder of the Investor Certificate
pursuant to Section 5.01 of the Deposit Trust Agreement; and
	 
	 	[(xvii)	 	 any amount payable under the Bond Insurance Policy.]





     (b) The Trustee’s responsibility for disbursing the above information to the Bondholders is
limited to the availability, timeliness and accuracy of the information derived from the Master
Servicer. The Trustee will send a copy of each statement provided pursuant to this Section 8.06 to
each Rating Agency.



     (c) Within a reasonable period of time after the end of each calendar year, the Trustee shall
cause to be furnished to each Person who at any time during the calendar year was a Bondholder, a
statement containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this
Section 8.06 aggregated for such calendar year or applicable portion thereof during which such
Person was a Bondholder. Such obligation of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the Trustee pursuant to
any requirements of the Code as from time to time in effect.



     SECTION 8.07. PREPARATION AND FILING OF REPORTS with the SEC



     (a) Reports Filed on Form 10-D.



          (i) Within 15 days after each Payment Date (subject to permitted extensions under the Exchange
Act), the Trustee 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 Trustee shall file each
Form 10-D with a copy of the related Payment Date Statement attached thereto. Any disclosure in
addition to the Payment 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 Manager
pursuant to the following paragraph and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the
next paragraph.




          (ii) As set forth on Exhibit VIII hereto, within 5 calendar days after the related Payment
Date, (i) the parties to the Sequoia Mortgage Trust 200_-___transaction shall be required to provide
to the Trustee, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or
in such other form as otherwise agreed upon by the Trustee and such party, the form and substance
of any Additional Form 10-D Disclosure, if applicable, together with any Additional Disclosure
Notification (an “Additional Disclosure Notification”), (ii) the Trustee shall forward to the
Manager, the form and substance of the Additional Form 10-D Disclosure, and (iii) the Manager 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 Trustee 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 Trustee shall forward electronically a draft copy of
the Form 10-D to the Manager and the Master Servicer for review. No later than the Business Day
prior to the date specified in the next sentence, the Manager and the Master Servicer shall notify
the Trustee of any changes to or approval of such Form 10-D. No later than 2 Business Days prior
to the 15th calendar day after the related Payment 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 Trustee. If a Form




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10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the
Trustee will follow the procedures set forth in subsection (d)(ii) of this Section 8.07. Promptly
(but no later than 1 Business Day) after filing with the Commission, the Trustee will make
available on its internet website a final executed copy of each Form 10-D. Each party to this
Agreement acknowledges that the performance by the Master Servicer and the Trustee of its duties
under this Section 8.07(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 8.07(a). Neither the Master Servicer nor the Trustee 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
Trustee’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 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
Trustee 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 Trustee within the applicable time frames set forth
in this Agreement and the related Master Servicing Agreement, (i) an annual compliance statement
for each Servicer, each Additional Servicer, the Master Servicer, The Trustee and any Servicing
Function Participant engaged by such parties (each, a “Reporting Servicer”) as described under
Section 8.08 of this Agreement and Section 3(p) of the Master Servicing Agreement, (ii)(A) the
annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as
described under Sections 8.09 of this Agreement and 3(q) of the Master Servicing Agreement, and (B)
if each Reporting Servicer’s report on assessment of compliance with servicing criteria described
under Section 8.09 of this Agreement and Section 3(q) of the Master Servicing Agreement 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 8.09 of this Agreement or Section 3(q) of the Master Servicing Agreement 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 8.09 of this Agreement
or Section 3(q) of the Master Servicing Agreement, and (B) if any registered public accounting firm
attestation report described under Section 8.09 of this Agreement or Section 3(q) of the Master
Servicing Agreement 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 as described
in Section 8.07(e) of this Agreement. 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 Manager pursuant to the following
paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.




          (ii) As set forth on Exhibit IX hereto, no later than March 10 (with a 5 calendar day cure
period) of each year that the Trust 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 Trustee, to the extent known by a responsible officer thereof, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the Trustee and such
party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with
an Additional Disclosure Notification, (ii) the Trustee shall forward to the Manager, the form and
substance of the Additional Form 10-K




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Disclosure, and (iii) the Manager 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 Trustee 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 Trustee shall forward electronically a draft copy of
the Form 10-K to the Master Servicer and the Manager for review. No later than the Business Day
prior to the date specified in the next sentence, the Manager and the Master Servicer shall notify
the Trustee 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 Manager shall cause the senior
officer of the Depositor in charge of securitization to 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 Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K
needs to be amended, the Trustee will follow the procedures set forth in subsection (d) of this
Section. Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee
will make available on its internet website a final executed copy of each Form 10-K. The parties
to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of its
duties under this Section 8.07(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 these Sections
8.07, 8.08 and 8.09 of this Agreement and 3(p) and (q) of the Master Servicing Agreement. Neither
the Master Servicer nor the Trustee 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 Trustee’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.




     (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 Manager, the Trustee
shall prepare and file on behalf of the Trust a Form 8-K, as required by the Exchange Act,
provided that the Manager, on behalf of the Trust, shall file the initial Form 8-K in
connection with the issuance of the Bonds. 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 Manager pursuant to the following
paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next
paragraph.




          (ii) As set forth on Exhibit X 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 Trustee, to the extent known by a responsible officer thereof,
in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Trustee and such
party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with
an Additional Disclosure Notification, (ii) the Trustee shall forward to the Manager, the form and
substance of the Form 8-K Disclosure Information, and (iii) the Manager 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 Trustee 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 Trustee shall forward electronically a draft copy of
the Form 8-K to the Master Servicer and Manager for review. No later than the Business Day prior
to the date specified in the next sentence, the Manager and the Master Servicer shall notify the




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Trustee 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, the Manager shall cause a senior
officer of the Master Servicer in charge of the master servicing function to sign the Form 8-K and
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to
follow by overnight mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in subsection
(d) of this Section. Promptly (but no later than 1 Business Day) after filing with the Commission,
the Trustee will, make available on its internet website a final executed copy of each Form 8-K.
The parties to this Agreement acknowledge that the performance by the Master Servicer and the
Trustee of its duties under this Section 8.07(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 8.07(c)(iii). Neither the Trustee nor the
Master Servicer 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 8-K, where
such failure results from the Trustee’s inability or failure to obtain or receive, on a timely
basis, any information from any other party 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.



     Prior to January 30 in of the first year in which the Trustee is able to do so under
applicable law, unless otherwise directed by the Manager, the Trustee shall file a Form 15 relating
to the automatic suspension of reporting in respect of the Trust under the Exchange Act.



     In the event that the Trustee 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 Trustee will
immediately notify the Manager. In the case of Form 10-D and 10-K, the parties to this Agreement
and the Master 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 Trustee
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Manager, 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 Trustee will notify the
Manager and the Master 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 Trustee of its duties
under this Section 8.07(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 Trustee 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 Trustee’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 Trustee shall not file any Form 8-K, Form
10-D or Form 10K as to which it has received from the Manager a notice to the effect that, upon
review of the proposed filing, the Manager does not approve of such filing.



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     (e) Sarbanes-Oxley Certification.



     Each Form 10-K shall include the Sarbanes-Oxley Certification. Each Servicer, the Trustee,
the Master Servicer shall, and each Servicer, the Trustee 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 V (or in such other form attached to the Master 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. In the event
the Master Servicer, the Trustee or any Servicing Function Participant engaged by such parties is
terminated or resigns pursuant to the terms of this Agreement, The Master Servicing 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
8.07(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 8.08. TRUSTEE’S ANNUAL STATEMENT OF COMPLIANCE. 



     The Trustee shall deliver (and the Trustee shall cause any Servicing Function Participant
engaged by it to deliver) to the Manager 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 Manager 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 8.09. TRUSTEE’S ASSESSMENT OF COMPLIANCE AND ATTESTATION REPORT. 



     (a) By March 10 (with a 5 calendar day cure period) of each year, commencing in March
200_, the Trustee, 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 Manager, 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 8.07(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



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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 Trustee, 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 Trustee 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 Manager, 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 Manager shall review such reports and, if applicable, consult with the Trustee and any
Servicing Function Participant engaged by the Trustee as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria by the Trustee, and (ii) the Trustee 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 X 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 Manager of any exceptions. The Trustee 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 Manager that a Form 10-K is not required to be filed in respect of the Trust
for the preceding calendar year.



     SECTION 8.10. OTHER REPORTS BY TRUSTEE.



     In addition to any statements required to be delivered or prepared by the Trustee
pursuant to Section 2.09, 8.02, 8.06, 8.07 to 8.09 or 10.01, the Trustee shall deliver to the
Issuer, within two Business Days after the request of the Issuer, a written report setting forth
the amount of each Pledged Account established hereunder and the identity of the investments
included therein. Without limiting the generality of the foregoing, the Trustee shall, upon the
request of the Issuer, promptly transmit to the Issuer copies of all accountings of, and
information with respect to, collections furnished to it by the Master Servicer and shall promptly
notify the Issuer if on the second Business Day after any Distribution Account Deposit Date, the
related Bond Distribution Amount or any portion thereof has not been received by the Trustee.



     SECTION 8.11. TRUST ESTATE; RELEASE AND DELIVERY OF MORTGAGE DOCUMENTS.



     (a) The Trustee may, and when required by the provisions of this Indenture shall, execute
instruments in form supplied to it to release property from the lien of this Indenture, or convey
the Trustee’s interest in the same, in a manner and under circumstances which are not inconsistent
with the provisions of this Indenture and the TIA. No party relying upon an instrument executed by
the Trustee as provided in this Article VIII shall be bound to ascertain the Trustee’s authority, inquire
into the satisfaction of any conditions precedent or see to the application of any moneys.



     (b) In order to facilitate the servicing of the Pledged Mortgages by the Servicers, the Master
Servicer is authorized under the Master Servicing Agreement for the benefit of the Trustee, the



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Bondholders and the Issuer, to supervise, administer, monitor and oversee the servicing of the
Pledged Mortgages by the Servicers and the observance and performance by the Servicers of all
services, duties, responsibilities and obligations which are to be observed or performed by each
Servicer pursuant to the Seller/Servicer Guide.




     (c) Upon request by the Master Servicer accompanied by a Request for Release in the form of
Exhibit D to the Master Servicing Agreement to the effect that a Pledged Mortgage has been the
subject of a Prepayment in Full or has otherwise been paid in full, together with any other items
required under Section 8.12, the Trustee shall promptly release the related Mortgage Documents and
execute such other documents as the Master Servicer may request to evidence satisfaction and
discharge of such Pledged Mortgage.



     (d) In addition, if from time to time and as appropriate for the servicing or foreclosure of
any Pledged Mortgage, or the other purposes set forth in the Master Servicing Agreement, the Master
Servicer requests the Trustee to release any related Mortgage Documents or other documents
contained in the Trustee Mortgage File relating to such Pledged Mortgage and delivers to the
Trustee a Request for Release in the form of Exhibit C to the Master Servicing Agreement to the
Trustee and signed by a Servicing Officer, the Trustee shall release the related Mortgage Documents
to the Master Servicer if the applicable requirements of the Master Servicing Agreement have been
satisfied. If such Pledged Mortgage shall be liquidated and the Trustee receives an Issuer Request
accompanied by a Request for Release as provided in subsection (c) above, together with any other
items required under Section 8.12, then the Trustee shall release any documents with respect to
such Pledged Mortgage still in its possession to or upon the order of the Issuer and shall execute
such other documents as the Master Servicer may request to evidence satisfaction and discharge of
such Pledged Mortgage, as set forth in subsection (c) above.



     (e) The Trustee shall, at such time as there are no Bonds Outstanding, release all of the
Trust Estate to the Issuer (other than any cash held for the payment of the Bonds pursuant to
Section 3.03 or Section 4.02), subject, however, to Section 4.01 and the rights of the Trustee
under Section 6.07.



     SECTION 8.09. AMENDMENTS TO THE MASTER SERVICING AGREEMENT.



     The Trustee may enter into or consent to any amendment or supplement to the Master
Servicing Agreement or waive any Servicing Default only in accordance with the applicable
provisions of the Master Servicing Agreement. The Trustee may, in its discretion, decline to enter
into or consent to any such supplement or amendment or make any such waiver (i) unless the Trustee
receives an Opinion of Counsel that the interests of the Holders would not be materially adversely
affected or (ii) if its own rights, duties or immunities would be adversely affected.




	 	 	SECTION 8.10. SERVICERS AND MASTER SERVICER AS AGENTS AND BAILEES OF TRUSTEE.





     In order to facilitate the servicing of the Pledged Mortgages by the each Servicer or by
the Master Servicer, each Servicer shall deposit in the Servicing Account proceeds of the Pledged
Mortgages in accordance with the provisions of the Servicing Agreements, the Master Servicing
Agreement and this Indenture, prior to the time they are deposited into the Bond Account. In
addition, on each Withdrawal Date, the Master Servicer shall cause each Servicer to remit to the Master Servicer for
deposit in the Bond Account all funds held in the Servicing Account that are required to be
remitted to the Master Servicer in accordance with the terms of the Servicing Agreement and the
Master Servicing Agreement. Solely for purposes of perfection under Section 9-305 of the Uniform
Commercial Code or similar provision of law in the state in which such property is held by the
Servicers or the Master Servicer, the Trustee hereby



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designates the Master Servicer and each
Servicer as its agents and bailees to hold such funds with respect to the Pledged Mortgages until
they are deposited into the Distribution Account as well as its agents and bailees in holding any
Mortgage Documents or other documents contained in a Trustee Mortgage File released to it by the
Trustee pursuant to Section 8.08(d), and any other items constituting a part of the Trust Estate
which from time to time come into possession of any Servicer or the Master Servicer. It is intended
that, by the Servicers’ and Master Servicer’s acceptance of such agency pursuant to the Servicing
Agreements and the Master Servicing Agreement, the Trustee, as secured party, will be deemed to
have possession of such Mortgage Documents, such moneys and such other items for purposes of
Section 9-305 of the Uniform Commercial Code or similar provision of law of the states in which
such property is held by such Servicer or the Master Servicer.




     SECTION 8.11. OPINION OF COUNSEL.



     The Trustee shall be entitled to receive at least five Business Days’ notice of any
action to be taken pursuant to Section 8.08(a) (other than in connection with releases of Pledged
Mortgages which were the subject of a Principal Prepayment in Full) accompanied by copies of any
instruments involved, and the Trustee shall be entitled to request an Opinion of Counsel, in form
and substance reasonably satisfactory to the Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Trustee in connection with any such action.



     SECTION 8.12. RELEASE OF PLEDGED MORTGAGES.



     (a) The Issuer shall be entitled to request a release from the lien of this Indenture of
any Pledged Mortgage at any time after such Pledged Mortgage has been the subject of a Principal
Prepayment in Full or in accordance with the requirements of Section 8.04 if:




	 	(i)	 	the Master Servicer has complied with all requirements imposed
on it by Section 8.04 in connection with such Pledged Mortgage (or is deemed to
have complied with such requirements by reason of the provisions of Section
8.04(e));
	 
	 	(ii)	 	at the time such release is requested, no Default or Event of
Default has occurred and is continuing; provided, however, that if a Pledged
Mortgage has been the subject of a Principal Prepayment in Full, then the
Trustee shall release such Pledged Mortgage from the lien of this Indenture
upon compliance with all other conditions of this subsection (a),
notwithstanding the existence of a Default or Event of Default;
	 
	 	(iii)	 	the Master Servicer delivers to the Trustee an Officers’
Certificate (A) identifying the Pledged Mortgage to be released, (B) requesting
the release thereof, (C) setting forth the amount deposited in the Bond Account
with respect thereto, if any, and (D) certifying that the conditions set forth
in clauses (i) and (ii) above have been satisfied; and
	 
	 	(iv)	 	the Issuer delivers to the Trustee a certificate of fair value
if required by Section 314(d)(1) or Section 314(d)(3) of the TIA.





     (b) Upon satisfaction of the conditions specified in subsection (a) of this Section 8.12, the
Trustee shall release from the lien of this Indenture and deliver to or upon the order of the
Master Servicer the Pledged Mortgage to be released (including all related Mortgage Documents)
described in the Master Servicer’s Request for Release.



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ARTICLE IX




SUPPLEMENTAL INDENTURES




     SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS.



     Without the consent of the Holders of any Bonds, the Issuer and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:




	 	(1)	 	to correct or amplify the description of any property at any time subject to
the lien of this Indenture, or better to assure, convey and confirm unto the Trustee
any property subject or required to be subjected to the lien of this Indenture, or to
subject to the lien of this Indenture additional property;
	 
	 	(2)	 	to add to the conditions, limitations and restrictions on the authorized
amount, terms and purposes of the issuance, authentication and delivery of any Bonds,
as herein set forth, additional conditions, limitations and restrictions thereafter to
be observed;
	 
	 	(3)	 	to evidence the succession of another Person to the Issuer, and the assumption
by any such successor of the covenants of the Issuer herein and in the Bonds contained;
	 
	 	(4)	 	to add to the covenants of the Issuer, for the benefit of the Holders of all
Bonds or to surrender any right or power herein conferred upon the Issuer;
	 
	 	(5)	 	to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture, which
shall not be inconsistent with the provisions of this Indenture, provided that such
action shall not adversely affect the interests of the Holders of the Bonds (any such
action shall be deemed not to adversely affect the interests of the Bondholders if the
Issuer delivers to the Trustee letters from each Rating Agency to the effect that such
action will not result in a downgrading of the Bonds);
	 
	 	(6)	 	to modify, eliminate or add to the provisions of this Indenture to such extent
as shall be necessary to effect the qualification of this Indenture under the TIA or
under any similar federal statute hereafter enacted, and to add to this Indenture such
other provisions as may be expressly required by the TIA; or
	 
	 	(7)	 	to set forth the terms of Additional Bonds and to pledge Additional Mortgage
Collateral for such Additional Bonds.





     The Trustee is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise except to
the extent required by law.



     The Trustee may in its discretion determine whether or not the rights of the Holder of Bonds
would be adversely affected by any supplemental indenture, and any such determination shall be
conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and
delivered



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hereunder. In making such determination, a supplemental indenture shall be conclusively deemed
by the Trustee not to adversely affect the Bonds if (i) the Trustee receives a letter or other
writing from each Rating Agency rating the Bonds to the effect that execution of the supplemental
indenture will not result in any change in the current rating assigned by that Rating Agency to the
Bonds and (ii) the supplemental indenture effects no change in principal priority schedules,
interest rates, Redemption Prices, substitution of Mortgage Collateral, Payment Dates, Record
Dates, Accounting Dates, terms or optional Redemption, the application of surplus to the payment of
the Bonds or other payment terms. The Trustee shall not be liable for any such determination made
in good faith.




     [The Trustee shall provide the Bond Insurer, if any, with a copy of any supplemental indenture
executed pursuant to this Section, by first class mail mailed to the Bond Insurer within five
Business Days after the execution of such supplemental indenture. Notwithstanding the foregoing, no
supplemental indenture that changes in any way any of the payment terms of the Bonds may be entered
into without the prior written consent of such Bonder Insurer.]



SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS.




     With the consent of the Holders of Bonds representing not less than two-thirds of the
aggregate Class Principal Amount of the Controlling Class by Act of said Holders delivered to the
Issuer and the Trustee [and the Bond Insurer], the Issuer and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Bonds under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Bond
affected thereby:




	 	(1)	 	change the Stated Maturity of the final installment of the principal of, or any
installment of interest on, any Bond or reduce the principal amount thereof, the Bond
Interest Rate thereon or the Redemption Price with respect thereto, change the earliest
date on which any Bond may be redeemed at the option of the Issuer, change any place of
payment where, or the coin or currency in which, any Bond or any interest thereon is
payable, or impair the right to institute suit for the enforcement of the payment of
any installment of interest due on any Bond on or after the Stated Maturity thereof or
for the enforcement of the payment of the entire remaining unpaid principal amount of
any Bond on or after the Stated Maturity of the final installment of the principal
thereof (or, in the case of redemption, on or after the applicable Optional Redemption
Date);
	 
	 	(2)	 	reduce the percentage of the aggregate Class Principal Amount of the
Controlling Class, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for any
waiver of compliance with provisions of this Indenture or Defaults hereunder and their
consequences provided for in this Indenture;
	 
	 	(3)	 	modify any of the provisions of this Section, Section 5.14 or Section 5.18(b)
except to increase any percentage specified therein or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Bond affected thereby;
	 
	 	(4)	 	modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;
	 
	 	(5)	 	permit the creation of any lien ranking prior to or on a parity with the lien
of this Indenture with respect to any part of the Trust Estate (except for Permitted
Encumbrances) or terminate the lien of this Indenture on any property at any time
subject




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	 	 	 	hereto or deprive the Holder of any Bond of the security afforded by the lien of
this Indenture; or
	 
	 	(6)	 	modify any of the provisions of this Indenture in such manner as to materially
and adversely affect rights of the Holders of the Controlling Class to the benefits of
any provisions for the mandatory redemption of Bonds contained herein.





     The Trustee may in its discretion determine whether or not the rights of the Holder of any
Controlling Class would be materially and adversely affected by any supplemental indenture and any
such determination shall be conclusive upon the Holders of all Bonds authenticated and delivered
hereunder. The Trustee shall not be liable for any such determination made in good faith.



     It shall not be necessary for any Act of Bondholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to this Section, the Trustee shall mail to the Holders of the Bonds to which such
supplemental indenture relates [and to the Bond Insurer] a notice setting forth in general terms
the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture.



     SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.



     SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.



     Upon the execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Bonds to which such supplemental indenture relates
which have theretofore been or thereafter are authenticated and delivered hereunder shall be bound
thereby.



     SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.



     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect so long as this Indenture shall then be qualified under
the TIA.



     SECTION 9.06. REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES.



     Bonds authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Trustee shall, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer
shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the
Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Controlling Class.




76









 






     SECTION 9.07. AMENDMENTS TO DEPOSIT TRUST AGREEMENT OR MASTER SERVICING
AGREEMENT.



     The Trustee shall, upon Issuer Request, consent to any proposed amendment to the Deposit
Trust Agreement or Master Servicing Agreement, or an amendment to or waiver of any provision of any
other document relating to the Deposit Trust Agreement or Master Servicing Agreement, such consent
to be given without the necessity of obtaining the consent of the Holders of any Bonds upon receipt
by the Trustee of:




	 	(i)	 	an Opinion of Counsel to the effect that such amendment or waiver will not
materially and adversely affect the interests of the Holders of the Bonds and that all
conditions precedent to such consent specified in this Section 9.07 have been
satisfied; provided, however, that no such Opinion of Counsel shall be required if the
Person requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Bonds; it being understood and agreed that any such letter
in and of itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues affecting any
such rating;
	 
	 	(ii)	 	an Officers’ Certificate, to which such proposed amendment or waiver shall be
attached, stating that such attached copy is the true copy of the proposed amendment or
waiver and that all conditions precedent to such consent specified in this Section 9.07
have been satisfied;
	 
	 	(iii)	 	written confirmation from the Rating Agencies that the implementation of the
proposed amendment or waiver will not adversely affect their rating of the Bonds; and
	 
	 	(iv)	 	any other document required pursuant to Section 11.01.





     Notwithstanding the foregoing, the Trustee may decline to consent to a proposed waiver or
amendment that adversely affects its own rights, duties or immunities under this Indenture or
otherwise.



     Nothing in this Section 9.07 shall be construed to require that any Person obtain the consent
of the Trustee to any amendment or waiver or any provision of any document where the making of
such amendment or the giving of such waiver without obtaining the consent of the Trustee is not
prohibited by this Indenture or by the terms of the document that is the subject of the proposed
amendment or waiver.



ARTICLE X




REDEMPTION OF BONDS




     SECTION 10.01. SPECIAL REDEMPTION; REDEMPTION.



     (a) The Bonds shall not be subject to special redemption.



     (b) The Bonds shall be subject to redemption by the Issuer, in whole but not in part, at the
option of the Issuer, on any Payment Date on or after the Payment Date on which the sum of (i) the
Invested Amount, (ii) the Senior Class Principal Amount, (iii) the Class [B-1] Principal Amount and
(iv) the Class [B-2] Principal Amount, after giving effect to payments expected to be made on such
Payment Date, is ___% or less than the aggregate of the Stated Principal Balances of the Pledged
Mortgages as of
the Cut-Off Date [(including the Additional Bonds)], on the terms and conditions specified in
this subsection (b) at the Redemption Price. If the Issuer elects to so redeem the Bonds, it shall,
no later than



77









 




30 days prior to the Optional Redemption Date selected for such redemption, deliver
notice of such election to the Trustee, together with the Redemption Price therefor to be deposited
in the Distribution Account, an Issuer Order directing the Trustee to effect such redemption, any
certification and opinion required pursuant to Section 11.01 and a form of redemption notice. All
Bonds so redeemed shall be due and payable on such Optional Redemption Date upon the giving of the
notice thereof required by Section 10.02.




     SECTION 10.02.FORM OF REDEMPTION NOTICE.



     Notice of redemption shall be given by the Trustee in the name of and at the expense of
the Issuer by first class mail, postage prepaid, mailed not less than five days prior to the
applicable Optional Redemption Date (but in no event prior to the date on which the Redemption
Price with respect to the Bonds to be redeemed pursuant to subsection (b) of Section 10.01 has been
deposited in the Distribution Account) to each Holder of Bonds to be redeemed, such Holders being
determined as of the last day of the month preceding the month in which such Optional Redemption
Date occurs (the “Optional Redemption Record Date”).




	 	 	All notices of redemption shall state:






	 	(1)	 	the Optional Redemption Date; and
	 
	 	(2)	 	the fact of such payment in full, the place where such Bonds are to be
surrendered for payment of the Redemption Price (which shall be the office or agency
of the Issuer to be maintained as provided in Section 3.02) and that no interest shall
accrue on such Bond for any period after the last day of the month preceding the month
in which the date fixed for redemption occurs. Failure to give notice of redemption, or
any defect therein, to any Holder of any Bond selected for redemption shall not impair
or affect the validity of the redemption of any other Bond.





     SECTION 10.03. BONDS PAYABLE ON OPTIONAL REDEMPTION DATE.



     Notice of redemption having been given as provided in Section 10.02, the Bonds or
portions thereof so to be redeemed shall, on the applicable Optional Redemption Date, become due
and payable at the Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on such Redemption Price for any period after the last
day of the month preceding the month in which such Optional Redemption Date occurs.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.01.COMPLIANCE CERTIFICATES AND OPINIONS.



     Upon any application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



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     Every certificate, opinion or letter with respect to compliance with a condition or covenant
provided for in this Indenture (including one furnished pursuant to specific requirements of this
Indenture relating to a particular application or request) shall include:




	 	(1)	 	a statement that each individual signing such certificate, opinion or letter
has read such covenant or condition and the definitions herein relating thereto;
	 
	 	(2)	 	a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate,
opinion or letter are based;
	 
	 	(3)	 	a statement that, in the opinion of each such individual, he or she has made
such examination or investigation as is necessary to enable such individual to express
an informed opinion as to whether or not such covenant or condition has been complied
with; and
	 
	 	(4)	 	a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.





     SECTION 11.02. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.



     In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents



     Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his other certificate or opinion is based
are erroneous. Any such Issuer certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized
Officer or Officers of the Owner Trustee or a certificate of the officers of the Depositor or the
manager of the Issuer, stating that the information with respect to such factual matters is in the
possession of the Owner Trustee, or the Depositor or the manager of the Issuer, unless such officer
or counsel knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may
be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be
accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect
that such counsel believes that such counsel and the Trustee may reasonably rely upon the opinion
of such other counsel.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Wherever in this Indenture, in connection with any application or certificate or report to the
Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting
of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and opinions stated in such
document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Trustee’s right to



79









 




rely upon the truth and accuracy of any statement or opinion contained in any such document as
provided in Section 6.01(b)(2).




     Whenever in this Indenture it is provided that the absence of the occurrence and continuation
of a Default or Event of Default is a condition precedent to the taking of any action by the
Trustee at the request or direction of the Issuer, then, notwithstanding that the satisfaction of
such condition is a condition precedent to the Issuer’s right to make such request or direction,
the Trustee shall be protected in acting in accordance with such request or direction if it does
not have knowledge of the occurrence and continuation of such Default or Event of Default as
provided in Section 6.01(d).



     SECTION 11.03. ACTS OF BONDHOLDERS.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Bondholders may be embodied in any
evidence by one or more instruments of substantially similar tenor signed by such Bondholders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Bondholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Issuer,
if made in the manner provided in this Section.



     (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 acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her 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 or her authority.



     (c) The ownership of Bonds shall be proved by the Bond Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Bonds shall bind the Holder of every Bond issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not any
notation of such action is made upon such Bonds.



     SECTION 11.04. NOTICES, ETC. TO TRUSTEE AND ISSUER.



     Any request, demand, authorization, direction, notice, consent, waiver or Act of
Bondholders or other documents provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:




	 	(1)	 	the Trustee by any Bondholder or by the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with and received
by the Trustee at its Corporate Trust Office;
	 
	 	(2)	 	the Issuer by the Trustee or by any Bondholder shall be sufficient for every
purpose hereunder (except as provided in Sections 5.01(3) and (4)) if in writing and
mailed, first-class, postage prepaid, to the Issuer addressed to it c/o
                                        , Attention: Corporate Trust




80









 






	 	 	 	Administration, or at any other address previously furnished in writing to the
Trustee by the Issuer;
	 
	 	(3)	 	any Rating Agency by the Trustee, the Issuer or the Master Servicer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to
or with and received by such Rating Agency at the address specified therefor in the
definition corresponding to the name of such Rating Agency; or
	 
	 	 	 	[(4) the Bond Insurer by the Trustee, the Issuer or any Bondholder shall be
sufficient for every purpose hereunder if in writing and mailed, first-class, postage
prepaid to the Bond Insurer at                                                              .]





     SECTION 11.05. NOTICES AND REPORTS TO BONDHOLDERS; WAIVER OF
NOTICES.



     Where this Indenture provides for notice to Bondholders of any event or the mailing of any
report to Bondholders, such notice or report shall be sufficiently given (unless otherwise herein
expressly provided) if mailed, first-class, postage prepaid, to each Bondholder affected by such
event or to whom such report is required to be mailed, at the address of such Bondholder as it
appears on the Bond Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice or the mailing of such report. In any case where a
notice or report to Bondholders is mailed in the manner provided above, neither the failure to mail
such notice or report, nor any defect in any notice or report so mailed, to any particular
Bondholder shall affect the sufficiency of such notice or report with respect to other Bondholders,
and any notice or report which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given or provided.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waiver of notice by any Bondholder shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Bondholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.



     Where this Indenture provides for notice to Bondholders of any event, such notice shall also
be sent to                                                                                  , so long as [ ] is a
Rating Agency.



     SECTION 11.06. RULES BY TRUSTEE AND AGENTS.



     The Trustee may make reasonable rules for any meeting of Bondholders. Any Agent may make
reasonable rules and set reasonable requirements for its functions.



     SECTION 11.07. CONFLICT WITH TRUST INDENTURE ACT.



     If this Indenture is qualified under the TIA and any provision hereof limits, qualifies
or conflicts with another provision hereof which is required to be included in this Indenture by
any of the provisions of the TIA, such required provision shall control.



     SECTION 11.08.EFFECT OF HEADINGS AND TABLE OF CONTENTS.



81









 





     The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.



     SECTION 11.09. SUCCESSORS AND ASSIGNS.



     All covenants and agreements in this Indenture by the Issuer shall bind its successors
and assigns, whether so expressed or not.



     SECTION 11.10. SEPARABILITY.



     In case any provision in this Indenture or in the Bonds shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     SECTION 11.11. BENEFITS OF INDENTURE.



     Nothing in this Indenture or in the Bonds, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any separate trustee or
co-trustee appointed under Section 6.14 and the Bondholders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.



     SECTION 11.12. LEGAL HOLIDAYS.



     In any case where the date of any Payment Date, Redemption Date or any other date on
which principal of, or interest on, any Bond is proposed to be paid shall not be a Business Day,
then (notwithstanding any other provision of the Bonds or this Indenture) payment need not be made
on such date, but may be made on the next succeeding Business Day with the same force and effect as
if made on the nominal date of any such Payment Date, Optional Redemption Date or other date for
the payment of principal of, or interest on, any Bond, as the case may be, and no interest shall
accrue for the period from and after any such nominal date, provided such payment is made in full
on such next succeeding Business Day.



     SECTION 11.13. GOVERNING LAW.



     This Indenture and each Bond shall be construed in accordance with and governed by the
substantive laws of the State of New York applicable to agreements made and to be performed in the
State of New York and the obligations, rights and remedies of the parties hereto and the
Bondholders shall be determined in accordance with such laws.



     SECTION 11.14. COUNTERPARTS.



     This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.



     SECTION 11.15. RECORDING OF INDENTURE.



     This Indenture is subject to recording in any appropriate public recording office, such
recording to be effected by the Issuer and at its expense in compliance with any Opinion of Counsel
delivered pursuant to Section 2.12(c) or Section 3.06.



     SECTION 11.16. ISSUER OBLIGATION.



82









 





     No recourse may be taken, directly or indirectly, against (i) the Bank, (ii) any
incorporator, subscriber to the capital stock, stockholder, officer or director of the Bank or of
any predecessor or successor of the Bank, (iii) any holder of a beneficial interest in the Issuer
(solely in its capacity as such), (iv) any incorporator, subscriber to the capital stock,
stockholder, partner, beneficiary, agent, officer, director, employee, or successor or assign of a
holder of a beneficial interest in the Issuer, (v) the Depositor or any Affiliate thereof (other
than the Issuer) or (vi) any incorporator, subscriber to the capital stock, stockholder, officer,
director or employee of the Trustee or any predecessor or successor of the Trustee with respect to
the Issuer’s obligation with respect to the Bonds or the obligation of the Issuer or the Trustee
under this Indenture or any certificate or other writing delivered in connection herewith or
therewith.



     SECTION 11.17.INSPECTION.



     The Issuer agrees that, on reasonable prior notice, it will permit any representative of
the Trustee, during the Issuer’s normal business hours, to examine all books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books
to be audited by Independent Accountants selected by the Trustee, and to discuss its affairs,
finances and accounts with its officers, employees and Independent Accountants (and by this
provision the Issuer hereby authorizes its Accountants to discuss with such representatives such
affairs, finances and accounts), all at such reasonable times and as often as may be reasonably
requested. Any expense incident to the exercise by the Trustee of any rights under this Section
11.17 shall be borne by the Issuer.



     SECTION 11.18. USURY.



     The amount of interest payable or paid on any Bond under the terms of this Indenture
shall be limited to an amount which shall not exceed the maximum nonusurious rate of interest
allowed by the applicable laws of the United States or the State of New York (whichever shall
permit the higher rate), which could lawfully be contracted for, charged or received (the “Highest
Lawful Rate”). In the event any payment of interest on any Bond exceeds the Highest Lawful Rate,
the Issuer stipulates that such excess amount will be deemed to have been paid as a result of an
error on the part of both the Trustee, acting on behalf of the Holder of such Bond, and the Issuer,
and the Holder receiving such excess payment shall promptly, upon discovery of such error or upon
notice thereof from the Issuer or the Trustee, refund the amount of such excess or, at the option
of the Trustee, apply the excess to the payment of principal of such Bond, if any, remaining
unpaid.



     SECTION 11.19. NO PETITION.



     The Trustee, by entering into this Indenture, and each Bondholder, by accepting a Bond,
hereby covenant and agree that they will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Bonds, this Indenture or any of the Operative Agreements.



ARTICLE XII




THE BOND INSURER




     SECTION 12.01. CERTAIN MATTERS REGARDING THE BOND INSURER AND THE BOND
INSURANCE POLICY.



     [as set forth in the applicable policy]




83









 




     IN WITNESS WHEREOF, each party has caused this Indenture to be executed by its duly authorized
officer or officers as of the day and year first above written.




	 	 	 	 	 
	 	 	SEQUOIA MORTGAGE TRUST 200_-_,
	 	 	as Issuer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	 	 	not in its individual capacity but

	 	 	 	 	solely as Owner Trustee






	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 
	 

	 	 
	 

	 	as Trustee






	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 





84









 





	 	 	 
	STATE OF DELAWARE

	 	 )
	 

	 	 ) ss.:
	COUNTY OF NEW CASTLE

	 	 )






     On the ___day of ___in the year one thousand nine hundred and ninety-___before
me personally came ___, to me known, who being by me duly sworn did depose
and say that she/he resides in ___, that she/he is the ___of
___, the corporation described in and which executed the above instrument and that
she/he signed her/his name thereto by authority of the Board of Directors of said corporation.



[NOTARIAL SEAL]




	 	 	 
	 

	 	 
	 

	 	Notary Public






	 	 	 
	STATE OF _______________

	 	 )
	 

	 	 ) ss.:
	COUNTY OF _______________

	 	 )






     On the ___day of ___, 200___, before me, a notary public in and for said State,
personally appeared ___, known to me (or proved to me on the basis of
satisfactory evidence) to be a ___of ___, the
___corporation that executed the within instrument, and also known to me (or
proved to me on the basis of satisfactory evidence) to be the persons who executed it on behalf of
said ___corporation, and acknowledged to me that such ___
corporation executed the within instrument.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.



[NOTARIAL SEAL]




	 	 	 
	 

	 	 
	 

	 	Notary Public







85









 








EXHIBIT I




LETTER AGREEMENT WITH THE DEPOSITORY




I-1









 








EXHIBIT II




FORM OF SENIOR BOND




     The form of Senior Bond is as follows:



     PRINCIPAL OF THIS BOND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CLASS
PRINCIPAL AMOUNT OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE
CLASS PRINCIPAL AMOUNT OF THIS BOND MAY BE ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF
FROM THE TRUSTEE UNDER THE INDENTURE REFERRED TO BELOW.



     UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY BOND SO ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
USE HEREOF, FOR VALUE OR OTHERWISE, BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



SEQUOIA MORTGAGE TRUST 200_-_,

a Delaware Statutory Business Trust




Collateralized Mortgage Bonds

CLASS [A-1]




DUE: __________ ___, _____

ACCRUAL DATE: __________ ___, _____

ISSUE DATE: __________ ___, _____

[ ] INTEREST RATE




Initial Class Principal

Amount of this Bond:




	 	 	 
	$___

	 	CUSIP NO.___
	 

	 	CERTIFICATE NUMBER 1






     Sequoia Mortgage Trust 200 _-___(the “Issuer”), a statutory business trust formed under the
Deposit Trust Agreement dated as of ___ ___, 200___and having ___,
a Delaware bank and trust company, as Owner Trustee, for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($___) in monthly
installments on the ___day of each month, commencing on ___ ___, ___(each, a
“Payment Date”), and ending on or before ___ ___, ___, (the “Stated Maturity” of such
final installment of principal), and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on the Class Principal Amount (as defined in the Indenture hereinafter
referred to) of this Bond from time to time from ___ ___, ___(the “Accrual Date”), or such
later date to which interest has been paid, through the last day of the month preceding the month
in which the principal amount of this Bond is paid in full, at a [variable/fixed] rate determined
as described below, such interest being payable monthly on each Payment Date. If any Payment Date
shall



II-1









 




not be a “Business Day” (as defined in the Indenture), payment of the amount due will be made
on the next succeeding Business Day.




     Installments of principal of this Bond are due and payable as described in the Indenture.



     Interest payable on this Bond on a Payment Date will be equal to the amount of interest that
has accrued on the Class Principal Amount of this Bond during the one-month period ending on the
last day of the month preceding the month in which each such Payment Date occurs (each, an
“Interest Accrual Period”).



     The principal of, and interest on, this Bond are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall be applied as set
forth in the Indenture. Any installment of principal or interest which is not paid when and as due
shall bear interest as described in the Indenture.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, Sequoia Mortgage Trust 200_-___has caused this instrument to be duly
executed by its duly authorized officer.



     Dated:___



	 	 	 	 	 
	 	 	SEQUOIA MORTGAGE TRUST 200_-_
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	 	 	not in its individual capacity
	 

	 	 	 	but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





CERTIFICATE OF AUTHENTICATION




     This is one of the Bonds referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	 ,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






     This Bond is one of a duly authorized issue of Bonds of the Issuer, designated as its
Collateralized Mortgage Bonds, Series 200_-___(herein called the “Bonds”). The Bonds are issuable in
one or more classes; the Bonds of particular Classes being herein called the Class [A-1], Class
[B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of ___ ___, 200___between the Issuer and ___(the “Trustee”,
which term includes any successor Trustee under the Indenture), which authorized the Bonds, and
reference is hereby made



II-2









 




thereto for a statement of the respective rights thereunder of the Issuer, the Trustee and the
Holders of the Bonds of each particular Class thereof and the terms upon which the Bonds of each
Class are, and are to be, authenticated and delivered.




     The Class [A-1] Bonds constitute “Senior Bonds” and the Class [B-1] Bonds and the Class [B-2]
Bonds constitute “Subordinated Bonds”.



     All terms used in this Bond which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Bond Interest Rate for the Senior Bonds (the “Senior Bond Interest Rate”) and any Interest
Accrual Period will equal ___.



     As provided in the Indenture, the Bonds are issuable in Classes which may vary as is provided
or permitted in the Indenture. Bonds of each Class are equally and ratably secured by the
collateral pledged as security therefor to the extent provided by the Indenture.



     For each Principal Payment Date, the aggregate amount of each installment of principal due and
payable on the Senior Bonds will be equal to the Senior Principal Payment Amount for such Payment
Date. The Senior Principal Payment Amount for any Payment Date is equal to the Senior Percentage of
the sum of (a) the principal portion of the Scheduled Payment due on each Pledged Mortgage [on the
related Due Date], (b) the principal portion of the purchase price of each Pledged Mortgage that
was purchased by Redwood Trust or another person pursuant to the Mortgage Loan Purchase Agreement
[or any optional purchase by the Master Servicer of a defaulted Pledged Mortgage] as of such
Payment Date, (c) the Substitution Adjustment Amount in connection with any Deleted Pledged
Mortgage received with respect to such Payment Date, (d) any Insurance Proceeds or Liquidation
Proceeds allocable to recoveries of principal of Pledged Mortgages that are not yet Liquidated
Pledged Mortgages received during the [calendar month] preceding the month of such Payment Date,
(e) with respect to each Pledged Mortgage that became a Liquidated Pledged Mortgage during the
[calendar month] preceding the month of such Payment Date, the Stated Principal Balance of such
Pledged Mortgage, and (f) all partial and full principal prepayments by borrowers received during
the related Prepayment Period.



     Payments of principal or interest, if any, on the Bonds will be made on each Payment Date,
commencing on ___ ___, 200___, in the manner and in accordance with the priorities for the
Bonds provided in the Indenture.



     The entire unpaid principal amount of each Class of Bonds shall be due and payable, if not
then previously paid, on the Stated Maturity of the final installment of principal of such Class.



     All payments of principal of, and interest on, the Bonds shall be made only from the Trust
Estate Granted as security for the Bonds and any other assets of the Issuer that have not been
Granted as security for any other bonds or obligations of the Issuer, and each Holder hereof, by
its acceptance of this Bond, agrees that it will have recourse solely against such Trust Estate and
such other assets of the Issuer and that neither ___in its individual
capacity, any holder of a beneficial interest in the Issuer nor any of their respective
shareholders, partners, beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for any amounts payable, or performance due, under this Bond or
the Indenture.



     Payment of the then remaining unpaid principal amount of this Bond on the Stated Maturity of
its final installment of principal or on such earlier date as the Issuer shall be required to pay
the then remaining unpaid principal amount of this Bond or payment of the Redemption Price payable
on any date as of which this Bond has been called for redemption in full, shall be made upon
presentation of this Bond to the office or agency of the Issuer maintained for such purpose.
Payments of interest on this Bond



II-3









 




due and payable on each Payment Date or on any Optional Redemption Date, to the extent this
Bond is not being paid in full, together with any installment of principal of this Bond due and
payable on each Payment Date or the Optional Redemption Date, to the extent not in full payment of
this Bond, shall be made by check mailed to the Person whose name appears as the registered Holder
of this Bond (or one or more Predecessor Bonds) on the Bond Register as of the last day of the
month preceding the month in which such Payment Date occurs (each a “Record Date”).




     Checks for amounts which include installments of principal due on this Bond shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the Bond Register as of
the applicable Record Date without requiring that this Bond be submitted for notation of payment
and checks returned undelivered will be held for payment to the Person entitled thereto, subject to
the terms of the Indenture, at the office or agency in the United States of America designated by
the Issuer for such purpose pursuant to the Indenture. Any reduction in the principal amount of
this Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date
shall be binding upon all Holders of this Bond and of any Bond issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon.



     If funds are expected to be available, as provided in the Indenture, for payment in full of
the then remaining unpaid principal amount of this Bond on a Payment Date or Optional Redemption
Date which is prior to the Stated Maturity of the final installment of principal hereof, then the
Trustee, on behalf of the Issuer, will notify the Person who was the registered Holder hereof on
the last day of the month prior to the month in which such Payment Date or Optional Redemption Date
occurs, and the amount then due and payable shall, if sufficient funds therefor are available, be
payable only upon presentation of this Bond to the office or agency of the Issuer maintained for
such purpose.



     The failure of the Issuer to pay when and as due any installment of principal of (regardless
of the lapse of any grace period) any Senior Bond shall not constitute an Event of Default under
the Indenture unless the Senior Class Principal Amount exceeds the aggregate Stated Principal
Balances of the Pledged Mortgages after application of all available amounts on deposit in the
Distribution Account on a Payment Date.



     If an Event of Default as defined in the Indenture shall occur and be continuing with respect
to the Bonds, the Bonds may become or be declared due and payable in the manner and with the effect
provided in the Indenture. If any such acceleration of maturity occurs prior to the Stated
Maturity of the final installment of principal of this Bond, the amount payable to the Holder of
this Bond will be equal to the Class Principal Amount of this Bond on the date this Bond becomes so
due and payable, together with accrued interest. Following the acceleration of the maturity of the
Bonds, all amounts collected as proceeds of the collateral securing the Bonds or otherwise shall be
applied as described in the Indenture. Following such acceleration, interest on any overdue
installments of interest on all Bonds shall be payable at the rate set forth in the Indenture.



     The Bonds are not prepayable or redeemable at the option or direction of the Issuer except
that the Bonds are subject to redemption in whole, but not in part, at the option of the Issuer on
any Payment Date on or after the Payment Date on which the sum of (i) the Invested Amount, (ii) the
Senior Class Principal Amount, (iii) the Class B- 1 Principal Amount and (iv) the Class [B-2]
Principal Amount, after giving effect to payments expected to be made on such Payment Date, is ___%
or less of the aggregate of the Stated Principal Balances of the Pledged Mortgages as of the Cut- Off
Date. Any such redemption at the option of the Issuer shall be at a price equal to 100% of the
unpaid principal amount of the Bonds (including, in the case of the Subordinated Bonds, any unpaid
Class [B-1] Principal Carryover Shortfall and/or Class [B-2] Principal Carryover Shortfall) so
redeemed plus accrued interest through the last day of the month preceding the month in which such
optional redemption occurs.



II-4









 





     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Bond may be registered on the Bond Register of the Issuer, upon surrender of this
Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds of the same Class, of authorized denominations and in
the same aggregate initial principal amount, will be issued to the designated transferee or
transferees.



     Prior to the due presentment for registration of transfer of this Bond, the Issuer, the
Trustee, and any agent of the Issuer shall treat the Person in whose name this Bond is registered
(i) on any Record Date, for purposes of making payments, and (ii) on any other date for any other
purposes, as the owner hereof, whether or not this Bond be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Bonds under the Indenture at any time by the Issuer with the consent of the Holders of Bonds
representing two-thirds of the aggregate Class Principal Amount of the Controlling Class. The
Indenture also contains provisions permitting the Holders of Bonds representing specified
percentages of the aggregate Class Principal Amount of the Controlling Class on behalf of the
Holders of all the Bonds of such Class, to waive compliance by the Issuer with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder, at the time of the giving thereof, of this Bond (or any one or
more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future
holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Bond.
The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Bonds of any Series issued thereunder.



     The Senior Bonds are “Book Entry Bonds” which will be available to investors only through the
book entry facilities of The Depository Trust Company, and bond certificates for all Classes of
Bonds will be available only under certain limited circumstances as described in the Indenture.



     AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED THEREIN.



     No reference herein to the Indenture and no provision of this Bond or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional to the extent
permitted by applicable law, to pay the principal of, and interest on, this Bond at the times,
place and rate, and in the coin or currency herein prescribed.



II-5









 





EXHIBIT III




FORM OF A CLASS [B-1] BOND




     The form of a Class [B-1] Bond is as follows:



     PRINCIPAL OF THIS BOND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CLASS
PRINCIPAL AMOUNT OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE
CLASS PRINCIPAL AMOUNT OF THIS BOND MAY BE ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF
FROM THE TRUSTEE UNDER THE INDENTURE REFERRED TO BELOW.



     UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS BOND IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR BONDS AS DESCRIBED IN THE
INDENTURE REFERRED TO HEREIN.



     THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS ___ ___, 200___. THE PER ANNUM RATE OF INTEREST ON THIS BOND IS ______% ASSUMING THAT PRINCIPAL
PAYMENTS ARE MADE ON THE MORTGAGE COLLATERAL UNDERLYING THE BONDS AT ___% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DEFINED IN THE PROSPECTUS SUPPLEMENT) THIS BOND HAS BEEN ISSUED WITH $ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS $___OF OID PER $1,000 OF INITIAL PRINCIPAL
AMOUNT, CALCULATED ASSUMING THE YIELD IS ACCRUED DAILY DURING INITIAL SHORT PERIOD. NO
REPRESENTATION IS MADE AS TO THE RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE MORTGAGE
COLLATERAL.



SEQUOIA MORTGAGE TRUST 200_-_,

a Delaware Statutory Business Trust




Collateralized Mortgage Bonds

CLASS [B-1]




DUE: _____________ ___, _____

ACCRUAL DATE: _____________ ___, _____

ISSUE DATE: _____________ ___, _____

___________ INTEREST RATE




	 	 	 
	Initial Class Principal

	 	CUSIP NO. ___






III-1









 





	 	 	 
	Amount of this Bond:
	 	 
	 
	 	 
	$                                        

	 	CERTIFICATE NUMBER 1






     Sequoia Mortgage Trust 200_-___(the “Issuer”), a statutory business trust formed under the
Deposit Trust Agreement dated as of ___, ___, and having ___, a
Delaware bank and trust company, as Owner Trustee for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($___) in monthly
installments on the ___day of each month, commencing on ___, ___(each, a
“Payment Date”), and ending on or before ___ ___, ___(the “Stated Maturity” of such final
installment of principal), and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) on the Class Principal Amount (as defined in the Indenture) of this Bond from time
to time from ___ ___, ___(the “Accrual Date”), or such later date to which interest has
been paid, through the last day of the month preceding the month in which the principal amount of
this Bond is paid in full, at a [variable/fixed] rate determined as described below, such interest
being payable monthly on each Payment Date. If any Payment Date shall not be a “Business Day” (as
defined in the Indenture), payment of the amount due will be made on the next succeeding Business
Day.



     Installments of principal of this Bond are due and payable as described in the Indenture.



     Interest payable on this Bond on a Payment Date will be equal to the amount of interest that
has accrued on the Class Principal Balance of this Bond during the one-month period ending on the
last day of the month preceding the month in which each such Payment Date occurs (each, an
“Interest Accrual Period”).



     The principal of, and interest on, this Bond are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall be applied as set
forth in the Indenture. Any installment of principal or interest which is not paid when and as due
shall bear interest as described in the Indenture.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.



III-2









 





     IN WITNESS WHEREOF, Sequoia Mortgage Trust 200_-___has caused this instrument to be duly
executed by its duly authorized officer.



     Dated:                    



	 	 	 	 	 
	 	 	SEQUOIA MORTGAGE TRUST 200_-_
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	 	 	not in its individual capacity
	 

	 	 	 	but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





CERTIFICATE OF AUTHENTICATION




     This is one of the Bonds referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	 ,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






     This Bond is one of a duly authorized issue of Bonds of the Issuer, designated as its
Collateralized Mortgage Bonds, Series 200_-___(herein called the “Bonds”). The Bonds are issuable in
one or more classes; the Bonds of particular Classes being herein called the Class [A-1], Class
[B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of ___ ___, 200___between the Issuer and ___(the “Trustee”,
which term includes any successor Trustee under the Indenture), which authorized the Bonds, and
reference is hereby made thereto for a statement of the respective rights thereunder of the Issuer,
the Trustee and the Holders of the Bonds of each particular Class thereof and the terms upon which
the Bonds of each Class are, and are to be, authenticated and delivered.



     The Class [A-1] Bonds constitute “Senior Bonds” and the Class [B-1] Bonds and Class [B-2]
Bonds constitute “Subordinated Bonds”.



     All terms used in this Bond which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Bond Interest Rate for the Class [B-1] Bonds (the “Class [B-1] Bond Interest Rate”) and
any Interest Accrual Period will equal ___.



     As provided in the Indenture, the Bonds are issuable in Classes which may vary as provided or
permitted in the Indenture. Bonds of each Class are equally and ratably secured by the collateral
pledged as security therefor to the extent provided by the Indenture.



III-3









 





     For each Payment Date, the aggregate amount of each installment of principal due and payable
on the Class [B-1] Bonds will be equal to the Class [B-1] Principal Payment Amount for such Payment
Date. The Class [B-1] Principal Payment Amount for any Payment Date is equal to the sum of (i) the
Class [B-1] Percentage of the sum of (a) the principal portion of the Scheduled Payment due on each
Pledged Mortgage [on the related Due Date], (b) the principal portion of the purchase price of each
Pledged Mortgage that was purchased by Redwood Trust or another person pursuant to the Mortgage
Loan Purchase Agreement [or by the Master Servicer in connection with any optional purchase by the
Master Servicer of a defaulted Pledged Mortgage] as of such Payment Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Pledged Mortgage received with respect to such
Payment Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Pledged Mortgages that are not yet Liquidated Pledged Mortgages received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to each Pledged
Mortgage that became a Liquidated Pledged Mortgage during the [calendar month] preceding the month
of such Payment Date, the Stated Principal Balance of such Pledged Mortgage and (f) all partial and
full principal prepayments by borrowers received during the related Prepayment Period and (ii) any
Class [B-1] Principal Carryover Shortfall.



     Payments of principal or interest, if any, on the Bonds will be made on each Payment Date,
commencing on ___ ___, 200___, in the manner and in accordance with the priorities for the
Bonds provided in the Indenture.



     The entire unpaid principal amount of each Class of Bonds shall be due and payable, if not
then previously paid, on the Stated Maturity of the final installment of principal of such Class.



     All payments of principal of, and interest on, the Bonds shall be made only from the Trust
Estate Granted as security for the Bonds and any other assets of the Issuer that have not been
Granted as security for any other bonds or obligations of the Issuer, and each Holder hereof, by
its acceptance of this Bond, agrees that it will have recourse solely against such Trust Estate and
such other assets of the Issuer and that neither Wilmington Trust Company in its individual
capacity, any holder of a beneficial interest in the Issuer nor any of their respective
shareholders, partners, beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for any amounts payable, or performance due, under this Bond or
the Indenture.



     Payment of the then remaining unpaid principal amount of this Bond on the Stated Maturity of
its final installment of principal or on such earlier date as the Issuer shall be required to pay
the then remaining unpaid principal amount of this Bond or payment of the Redemption Price payable
on any date as of which this Bond has been called for redemption in full, shall be made upon
presentation of this Bond to the office or agency of the Issuer maintained for such purpose.
Payments of interest on this Bond due and payable on each Payment Date or on any Optional
Redemption Date, to the extent this Bond is not being paid in full, together with any installment
of principal of this Bond due and payable on each Payment Date or the Optional Redemption Date, to
the extent not in full payment of this Bond, shall be made by check mailed to the Person whose name
appears as the registered Holder of this Bond (or one or more Predecessor Bonds) on the Bond
Register as of the last day of the month preceding the month in which such Payment Date occurs
(each a “Record Date”).



     Checks for amounts which include installments of principal due on this Bond shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the Bond Register as of
the applicable Record Date without requiring that this Bond be submitted for notation of payment
and checks returned undelivered will be held for payment to the Person entitled thereto, subject to
the terms of the Indenture, at the office or agency in the United States of America designated by
the Issuer for such purpose pursuant to the Indenture. Any reduction in the principal amount of
this Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date
shall be binding upon all



III-4









 




Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not noted hereon.




     If funds are expected to be available, as provided in the Indenture, for payment in full of
the then remaining unpaid principal amount of this Bond on a Payment Date or Optional Redemption
Date which is prior to the Stated Maturity of the final installment of principal hereof, then the
Trustee, on behalf of the Issuer, will notify the Person who was the registered Holder hereof on
the last day of the month prior to the month in which such Payment Date or optional Redemption Date
occurs, and the amount then due and payable shall, if sufficient funds therefor are available, be
payable only upon presentation of this Bond to the office or agency of the Issuer maintained for
such purpose.



     Prior to the payment in full of the Senior Bonds, the failure of the Issuer to pay when and as
due any installment of principal of or interest (regardless of the lapse of any grace period) on
any Subordinated Bond shall not constitute an Event of Default under the Indenture. In addition,
notwithstanding any applicable provision of the Indenture, upon payment in full of the Senior
Bonds, the prior occurrence of any such shortfalls attributable to the Subordinated Bonds, which
shortfalls have previously been paid in full, will not constitute an Event of Default under the
Indenture in respect of the Subordinated Bonds.



     If an Event of Default as defined in the Indenture shall occur and be continuing with respect
to the Bonds, the Bonds may become or be declared due and payable in the manner and with the effect
provided in the Indenture. If any such acceleration of maturity occurs prior to the Stated
Maturity of the final installment of principal of this Bond, the amount payable to the Holder of
this Bond will be equal to the Class Principal Amount of this Bond on the date this Bond becomes so
due and payable, together with accrued interest. Following the acceleration of the maturity of the
Bonds, all amounts collected as proceeds of the collateral securing the Bonds or otherwise shall be
applied as described in the Indenture. Following such acceleration, interest on any overdue
installments of interest on all Bonds shall be payable at the rate set forth in the Indenture.



     The Bonds are not prepayable or redeemable at the option or direction of the Issuer except
that the Bonds are subject to redemption in whole, but not in part, at the option of the Issuer on
any Payment Date on or after the Payment Date on which the sum of (i) the Invested Amount, (ii) the
Senior Class Principal Amount, (iii) the Class B- 1 Principal Amount and (iv) the Class [B-2]
Principal Amount, after giving effect to payments expected to be made on such Payment Date, is ___%
or less of the aggregate of the Stated Principal Balances of the Pledged Mortgages as of the Cut- Off
Date. Any such redemption at the option of the Issuer shall be at a price equal to 100% of the
unpaid principal amount of the Bonds (including, in the case of the Subordinated Bonds, any unpaid
Class [B-1] Principal Carryover Shortfall and/or Class [B-2] Principal Carryover Shortfall) so
redeemed plus accrued interest through the last day of the month preceding the month in which such
optional redemption occurs.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Bond may be registered on the Bond Register of the Issuer, upon surrender of this
Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds of the same Class, of authorized denominations and in
the same aggregate initial principal amount, will be issued to the designated transferee or
transferees.



     Prior to the due presentment for registration of transfer of this Bond, the Issuer, the
Trustee, and any agent of the Issuer shall treat the Person in whose name this Bond is registered
(i) on any Record Date, for purposes of making payments, and (ii) on any other date for any other
purposes, as the owner hereof, whether or not this Bond be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.



III-5









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Bonds under the Indenture at any time by the Issuer with the consent of the Holders of Bonds
representing two-thirds of the aggregate Class Principal Amount of the Controlling Class. The
Indenture also contains provisions permitting the Holders of Bonds representing specified
percentages of the aggregate Class Principal Amount of the Controlling Class on behalf of the
Holders of all the Bonds of such Class, to waive compliance by the Issuer with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder, at the time of the giving thereof, of this Bond (or any one or
more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future
holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Bond.
The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Bonds of any Series issued thereunder.



     The Class [B-1] Bonds are “Book Entry Bonds” which will be available to investors only through
the book entry facilities of The Depository Trust Company, and bond certificates for all Classes of
Bonds will be available only under certain limited circumstances as described in the Indenture.



     AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS O F THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED THEREIN.



     No reference herein to the Indenture and no provision of this Bond or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional to the extent
permitted by applicable law, to pay the principal of, and interest on, this Bond at the times,
place and rate, and in the coin or currency herein prescribed.



III-6









 





EXHIBIT IV




FORM OF A CLASS [B-2] BOND




     The form of a Class [B-2] Bond is as follows:



     PRINCIPAL OF THIS BOND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CLASS
PRINCIPAL AMOUNT OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE
CLASS PRINCIPAL AMOUNT OF THIS BOND MAY BE ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF
FROM THE TRUSTEE UNDER THE INDENTURE REFERRED TO BELOW.



     [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]



     THIS BOND IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [B-1] BONDS AND THE SENIOR BONDS AS
DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.



     THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS
___, 200___. THE PER ANNUM RATE OF INTEREST ON THIS BOND IS ___% ASSUMING THAT PRINCIPAL
PAYMENTS ARE MADE ON THE MORTGAGE COLLATERAL UNDERLYING THE BONDS AT ___% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DEFINED IN THE PROSPECTUS SUPPLEMENT) THIS BOND HAS BEEN ISSUED WITH $ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS $___OF OID PER $1,000 OF INITIAL PRINCIPAL
AMOUNT, CALCULATED ASSUMING THE YIELD IS ACCRUED DAILY DURING INITIAL SHORT PERIOD. NO
REPRESENTATION IS MADE AS TO THE RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE MORTGAGE
COLLATERAL.



SEQUOIA MORTGAGE TRUST 200_-_,

a Delaware Statutory Business Trust




Collateralized Mortgage Bonds

CLASS [B-2]




DUE: __________ ___, _____

ACCRUAL DATE: __________ ___, _____

ISSUE DATE: __________ ___, _____

INTEREST RATE




IV-1









 





	 	 	 
	Initial Class Principal

	 	CUSIP NO. ___
	Amount of this Bond:
	 	 
	 
	 	 
	$                                        

	 	CERTIFICATE NUMBER 1






     Sequoia Mortgage Trust 200_-___(the “Issuer”), a statutory business trust formed under the
Deposit Trust Agreement dated as of ___, 200___, and having ___, a
Delaware bank and trust company, as Owner Trustee for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($___) in monthly
installments on the ___day of each month, commencing on ___, ___(each, a
“Payment Date”), and ending on or before ___, ___(the “Stated Maturity” of such final
installment of principal), and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) on the Class Principal Amount (as defined in the Indenture) of this Bond from time
to time from ___ ___, ___(the “Accrual Date”), or such later date to which interest has
been paid, through the last day of the month preceding the month in which the principal amount of
this Bond is paid in full, at a variable rate determined as described below, such interest being
payable monthly on each Payment Date. If any Payment Date shall not be a “Business Day” (as defined
in the Indenture), payment of the amount due will be made on the next succeeding Business Day.



     Installments of principal of this Bond are due and payable as described in the Indenture.



     Interest payable on this Bond on a Payment Date will be equal to the amount of interest that
has accrued on the Class Principal Balance of this Bond during the one-month period ending on the
last day of the month preceding the month in which each such Payment Date occurs (each, an
“Interest Accrual Period”).



     The principal of, and interest on, this Bond are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall be applied as set
forth in the Indenture. Any installment of principal or interest which is not paid when and as due
shall bear interest as described in the Indenture.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.



IV-2









 





     IN WITNESS WHEREOF, Sequoia Mortgage Trust 200_-___has caused this instrument to be duly
executed by its duly authorized officer.



     Dated:___



	 	 	 	 	 
	 	 	SEQUOIA MORTGAGE TRUST 200_-_
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	 	 	not in its individual capacity
	 

	 	 	 	but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





CERTIFICATE OF AUTHENTICATION




     This is one of the Bonds referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	 ,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By: 	 	 
	 

	 	 	 
	 

	 	 	 	Authorized Signatory






     This Bond is one of a duly authorized issue of Bonds of the Issuer, designated as its
Collateralized Mortgage Bonds, Series 200___-___(herein called the “Bonds”). The Bonds are issuable
in one or more classes; the Bonds of particular Classes being herein called the Class [A-1], Class
[B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of
___ ___, ___, between the Issuer and ___(the “Trustee”,
which term includes any successor Trustee under the Indenture), which authorized the Bonds, and
reference is hereby made thereto for a statement of the respective rights thereunder of the Issuer,
the Trustee and the Holders of the Bonds of each particular Class thereof and the terms upon which
the Bonds of each Class are, and are to be, authenticated and delivered.



     The Class [A-1] Bonds constitute “Senior Bonds” and the Class [B-1] and Class [B-2] Bonds
constitute “Subordinated Bonds”.



     All terms used in this Bond which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Bond Interest Rate for the Class [B-2] Bonds (the “Class [B-2] Bond Interest Rate”) and
any Interest Accrual Period will equal ___.



     As provided in the Indenture, the Bonds are issuable in Classes which may vary as provided or
permitted in the Indenture. Bonds of each Class are equally and ratably secured by the collateral
pledged as security therefor to the extent provided by the Indenture.



IV-3









 





     For each Payment Date, the aggregate amount of each installment of principal due and payable
on the Class [B-2] Bonds will be equal to the Class [B-2] Principal Payment Amount for such Payment
Date. The Class [B-2] Principal Payment Amount for any Payment Date is equal to the sum of (i) the
Class [B-2] Percentage of the sum of (a) the principal portion of the Scheduled Payment due on each
Pledged Mortgage [on the related Due Date], (b) the principal portion of the purchase price of each
Pledged Mortgage that was purchased by Redwood Trust or another person pursuant to the Mortgage
Loan Purchase Agreement [or by the Master Servicer in connection with any optional purchase by the
Master Servicer of a defaulted Pledged Mortgage] as of such Payment Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Pledged Mortgage received with respect to such
Payment Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Pledged Mortgages that are not yet Liquidated Pledged Mortgages received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to each Pledged
Mortgage that became a Liquidated Pledged Mortgage during the [calendar month] preceding the month
of such Payment Date, the Stated Principal Balance of such Pledged Mortgage and (f) all partial and
full principal prepayments by borrowers received during the related Prepayment Period and (ii) any
Class [B-2] Principal Carryover Shortfall.



     Payments of principal or interest, if any, on the Bonds will be made on each Payment Date,
commencing on ___ ___, 200_, in the manner and in accordance with the priorities for the
Bonds provided in the Indenture.



     The entire unpaid principal amount of each Class of Bonds shall be due and payable, if not
then previously paid, on the Stated Maturity of the final installment of principal of such Class.



     All payments of principal of, and interest on, the Bonds shall be made only from the Trust
Estate Granted as security for the Bonds and any other assets of the Issuer that have not been
Granted as security for any other bonds or obligations of the Issuer, and each Holder hereof, by
its acceptance of this Bond, agrees that it will have recourse solely against such Trust Estate and
such other assets of the Issuer and that neither Wilmington Trust Company in its individual
capacity, any holder of a beneficial interest in the Issuer nor any of their respective
shareholders, partners, beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for any amounts payable, or performance due, under this Bond or
the Indenture.



     Payment of the then remaining unpaid principal amount of this Bond on the Stated Maturity of
its final installment of principal or on such earlier date as the Issuer shall be required to pay
the then remaining unpaid principal amount of this Bond or payment of the Redemption Price payable
on any date as of which this Bond has been called for redemption in full, shall be made upon
presentation of this Bond to the office or agency of the Issuer maintained for such purpose.
Payments of interest on this Bond due and payable on each Payment Date or on any Optional
Redemption Date, to the extent this Bond is not being paid in full, together with any installment
of principal of this Bond due and payable on each Payment Date or the Optional Redemption Date, to
the extent not in full payment of this Bond, shall be made by check mailed to the Person whose name
appears as the registered Holder of this Bond (or one or more Predecessor Bonds) on the Bond
Register as of the last day of the month preceding the month in which such Payment Date occurs
(each a “Record Date”).



     Checks for amounts which include installments of principal due on this Bond shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the Bond Register as of
the applicable Record Date without requiring that this Bond be submitted for notation of payment
and checks returned undelivered will be held for payment to the Person entitled thereto, subject to
the terms of the Indenture, at the office or agency in the United States of America designated by
the Issuer for such purpose pursuant to the Indenture. Any reduction in the principal amount of
this Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date
shall be binding upon all



IV-4









 




Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not noted hereon.




     If funds are expected to be available, as provided in the Indenture, for payment in full of
the then remaining unpaid principal amount of this Bond on a Payment Date or Optional Redemption
Date which is prior to the Stated Maturity of the final installment of principal hereof, then the
Trustee, on behalf of the Issuer, will notify the Person who was the registered Holder hereof on
the last day of the month prior to the month in which such Payment Date or optional Redemption Date
occurs, and the amount then due and payable shall, if sufficient funds therefor are available, be
payable only upon presentation of this Bond to the office or agency of the Issuer maintained for
such purpose.



     Prior to the payment in full of the Senior Bonds, the failure of the Issuer to pay when and as
due any installment of principal of or interest (regardless of the lapse of any grace period) on
any Subordinated Bond shall not constitute an Event of Default under the Indenture. In addition,
notwithstanding any applicable provision of the Indenture, upon payment in full of the Senior
Bonds, the prior occurrence of any such shortfalls attributable to the Subordinated Bonds, which
shortfalls have previously been paid in full, will not constitute an Event of Default under the
Indenture in respect of the Subordinated Bonds.



     If an Event of Default as defined in the Indenture shall occur and be continuing with respect
to the Bonds, the Bonds may become or be declared due and payable in the manner and with the effect
provided in the Indenture. If any such acceleration of maturity occurs prior to the Stated
Maturity of the final installment of principal of this Bond, the amount payable to the Holder of
this Bond will be equal to the Class Principal Amount of this Bond on the date this Bond becomes so
due and payable, together with accrued interest. Following the acceleration of the maturity of the
Bonds, all amounts collected as proceeds of the collateral securing the Bonds or otherwise shall be
applied as described in the Indenture. Following such acceleration, interest on any overdue
installments of interest on all Bonds shall be payable at the rate set forth in the Indenture.



     The Bonds are not prepayable or redeemable at the option or direction of the Issuer except
that the Bonds are subject to redemption in whole, but not in part, at the option of the Issuer on
any Payment Date on or after the Payment Date on which the sum of (i) the Invested Amount, (ii) the
Senior Class Principal Amount and (iii) the Subordinated Class Principal Amount, after giving
effect to payments expected to be made on such Payment Date, is ___% or less of the aggregate of the
Stated Principal Balances of the Pledged Mortgages as of the Cut-Off Date. Any such redemption at
the option of the Issuer shall be at a price equal to 100% of the unpaid principal amount of the
Bonds (including, in the case of the Subordinated Bonds, any unpaid Class [B-1] Principal Carryover
Shortfall and/or Class [B-2] Principal Carryover Shortfall) so redeemed plus accrued interest
through the last day of the month preceding the month in which such optional redemption occurs.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Bond may be registered on the Bond Register of the Issuer, upon surrender of this
Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds of the same Class, of authorized denominations and in
the same aggregate initial principal amount, will be issued to the designated transferee or
transferees.



     Prior to the due presentment for registration of transfer of this Bond, the Issuer, the
Trustee, and any agent of the Issuer shall treat the Person in whose name this Bond is registered
(i) on any Record Date, for purposes of making payments, and (ii) on any other date for any other
purposes, as the owner hereof, whether or not this Bond be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.



IV-5









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Bonds under the Indenture at any time by the Issuer with the consent of the Holders of Bonds
representing two-thirds of the aggregate Class Principal Amount of the Controlling Class. The
Indenture also contains provisions permitting the Holders of Bonds representing specified
percentages of the aggregate Class Principal Amount of the Controlling Class on behalf of the
Holders of all the Bonds such Class, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder, at the time of the giving thereof, of this Bond (or any one or
more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future
holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Bond.
The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Bonds of any Series issued thereunder.



     [The Subordinated Bonds are “Book Entry Bonds” which will be available to investors only
through the book entry facilities of The Depository Trust Company, and bond certificates for all
Classes of Bonds will be available only under certain limited circumstances as described in the
Indenture.]



     AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED THEREIN.



     No reference herein to the Indenture and no provision of this Bond or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional to the extent
permitted by applicable law, to pay the principal of, and interest on, this Bond at the times,
place and rate, and in the coin or currency herein prescribed.



IV-6









 





EXHIBIT V




FORM OF BOND INSURANCE POLICY




V-1









 





EXHIBIT VI




FORM OF CERTIFICATION TO BE PROVIDED TO MANAGER BY THE TRUSTEE




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




Mortgage Pass-Through Certificates




     I, ___, a ___of [___], as Trustee 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
Trustee, 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 Trustee
under the Indenture, dated as of [___], 200_, among the Trust, and [___], as
Trustee is included in these reports.



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]




VI-1









 





	 	 	 
	 

	 	[                                        ],
	 

	 	as Trustee






	 	 	 	 	 
	Dated: ___

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 





VI-2









 





EXHIBIT VII




SERVICING CRITERIA




     The assessments of compliance to be delivered by the Master Servicer pursuant to the
Master Servicing Agreement and by the Trustee pursuant to this Agreement 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.




	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	1122(d)(1)(i)

	 	Policies and procedures
are instituted to
monitor any performance
or other triggers and
events of default in
accordance with the
transaction agreements.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(1)(ii)

	 	If any material
servicing activities are
outsourced to third
parties, policies and
procedures are
instituted to monitor
the third party’s
performance and
compliance with such
servicing activities.
	 	X
	 	X	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the
transaction agreements
to maintain a back-up
servicer for the Pool
Assets are maintained.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and
errors and omissions
policy is in effect on
the party participating
in the servicing
function throughout the
reporting period in the
amount of coverage
required by and
otherwise in accordance
with the terms of the
transaction agreements.
	 	X
	 	X	 	 






VII-1









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	 

	 	Cash Collection and
Administration	 	 	 	 	 	 
	 
	1122(d)(2)(i)

	 	Payments on pool assets
are deposited 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.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via
wire transfer on behalf
of an obligor or to an
investor are made only
by authorized personnel.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or
guarantees regarding
collections, cash flows
or distributions, and
any interest or other
fees charged for such
advances, are made,
reviewed and approved as
specified in the
transaction agreements.
	 	X
	 	X	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for
the transaction, such as
cash reserve accounts or
accounts established as
a form of over
collateralization, are
separately maintained
(e.g., with respect to
commingling of cash) as
set forth in the
transaction agreements.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account
is maintained at a
federally insured
depository institution
as set forth in the
transaction agreements.
For purposes of this
criterion, “federally
insured depository
institution” with
respect to a foreign
financial institution
means a foreign
financial institution
that meets the
requirements of Rule
13k-1(b)(1) of the
Securities Exchange Act.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are
safeguarded so as to
prevent unauthorized
access.
	 	X	 	 	 	 






VII-2









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	1122(d)(2)(vii)

	 	Reconciliations are
prepared on a 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.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	 

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

	 	Reports to investors,
including those to be
filed with the
Commission, are
maintained in accordance
with the transaction
agreements and
applicable Commission
requirements.
Specifically, such
reports (A) are prepared
in accordance with
timeframes and other
terms set forth in the
transaction agreements;
(B) provide information
calculated in accordance
with the terms specified
in the transaction
agreements; (C) are
filed with the
Commission as required
by its rules and
regulations; and (D)
agree with investors’ or
the trustee’s records as
to the total unpaid
principal balance and
number of Pool Assets
serviced by the
Servicer.
	 	X
	 	X
	 	X






VII-3









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	1122(d)(3)(ii)

	 	Amounts due to investors
are allocated and
remitted in accordance
with timeframes,
distribution priority
and other terms set
forth in the transaction
agreements.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an
investor are posted
within two business days
to the Servicer’s
investor records, or
such other number of
days specified in the
transaction agreements.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to
investors per the
investor reports agree
with cancelled checks,
or other form of
payment, or custodial
bank statements.
	 	X
	 	X
	 	X
	 
	 	 	 	 	 	 	 	 
	 

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

	 	Collateral or security
on pool assets is
maintained as required
by the transaction
agreements or related
pool asset documents.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(ii)

	 	Pool assets and related
documents are
safeguarded as required
by the transaction
agreements
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals
or substitutions to the
asset pool are made,
reviewed and approved in
accordance with any
conditions or
requirements in the
transaction agreements.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on pool assets,
including any payoffs,
made in accordance with
the related pool asset
documents are posted to
the Servicer’s obligor
records maintained no
more than two business
days after receipt, or
such other number of
days specified in the
transaction agreements,
and allocated to
principal, interest or
other items (e.g.,
escrow) in accordance
with the related pool
asset documents.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records
regarding the pool
assets agree with the
Servicer’s records with
respect to an obligor’s
unpaid principal
balance.
	 	X	 	 	 	 






VII-4









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	1122(d)(4)(vi)

	 	Changes with respect to
the terms or status of
an obligor’s pool assets
(e.g., loan
modifications or
re-agings) are made,
reviewed and approved by
authorized personnel in
accordance with the
transaction agreements
and related pool asset
documents.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or
recovery actions (e.g.,
forbearance plans,
modifications and deeds
in lieu of foreclosure,
foreclosures and
repossessions, as
applicable) are
initiated, conducted and
concluded in accordance
with the timeframes or
other requirements
established by the
transaction agreements.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting
collection efforts are
maintained during the
period a pool asset is
delinquent in accordance
with the transaction
agreements. Such records
are maintained on at
least a monthly basis,
or such other period
specified in the
transaction agreements,
and describe the
entity’s activities in
monitoring delinquent
pool assets including,
for example, phone
calls, letters and
payment rescheduling
plans in cases where
delinquency is deemed
temporary (e.g., illness
or unemployment).
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest
rates or rates of return
for pool assets with
variable rates are
computed based on the
related pool asset
documents.
	 	X	 	 	 	 






VII-5









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	1122(d)(4)(x)

	 	Regarding any funds held
in trust for an obligor
(such as escrow
accounts): (A) such
funds are analyzed, in
accordance with the
obligor’s pool asset
documents, on at least
an annual basis, or such
other period specified
in the transaction
agreements; (B) interest
on such funds is paid,
or credited, to obligors
in accordance with
applicable pool asset
documents and state
laws; and (C) such funds
are returned to the
obligor within 30
calendar days of full
repayment of the related
pool assets, or such
other number of days
specified in the
transaction agreements.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf
of an obligor (such as
tax or insurance
payments) are made on or
before the related
penalty or expiration
dates, as indicated on
the appropriate bills or
notices for such
payments, provided that
such support has been
received by the servicer
at least 30 calendar
days prior to these
dates, or such other
number of days specified
in the transaction
agreements.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment
penalties in connection
with any payment to be
made on behalf of an
obligor are paid from
the Servicer’s funds and
not charged to the
obligor, unless the late
payment was due to the
obligor’s error or
omission.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on
behalf of an obligor are
posted within two
business days to the
obligor’s records
maintained by the
servicer, or such other
number of days specified
in the transaction
agreements.
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies,
charge-offs and
uncollectible accounts
are recognized and
recorded in accordance
with the transaction
agreements.
	 	X
	 	X	 	 






VII-6









 






	 	 	 	 	 	 	 	 	 
	 	 	Servicing Criteria	 	 	 	 	 	 
	Regulation AB	 	General Servicing	 	 	 	Master	 	 
	Reference	 	Considerations	 	Servicers	 	Servicer	 	Trustee
	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:	 	 
	 

	 	 	 	 






VII-7









 





EXHIBIT VIII




ADDITIONAL FORM 10-D DISCLOSURE




	 	 	 
	Item on Form 10-D	 	Party Responsible
	Item 1: Distribution and Pool Performance Information
Any information required by 1121 which is NOT included
on the Monthly Statement

	 	[___]
	 
	 	 
	Item 2: Legal Proceedings
per Item 1117 of Reg AB

	 	[___]
	 
	 	 
	Item 3: Sale of Securities and Use of Proceeds

	 	[___]
	Item 4: Defaults Upon Senior Securities

	 	[___]
	Item 5: Submission of Matters to a Vote of Security
Holders

	 	[___]
	Item 6: Significant Obligors of Pool Assets

	 	[___]
	Item 7: Significant Enhancement Provider Information

	 	[___]
	Item 8: Other Information

	 	[___]
	Item 9: Exhibits

	 	[___]
	 

	 	[___]






VIII









 





EXHIBIT IX




ADDITIONAL FORM 10-K DISCLOSURE




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

	 	[___]
	 
	 	 
	Item 9B: Other Information

	 	[___]
	Item 15: Exhibits, Financial Statement Schedules

	 	[___]
	Additional Item: Disclosure per Item 1117 of Reg AB

	 	[___]
	Additional Item: Disclosure per Item 1119 of Reg AB

	 	[___]
	Additional Item: Disclosure per Item 1112(b) of Reg AB

	 	[___]
	Additional Item: Disclosure per Items 1114(b) and 1115(b) of Reg AB

	 	[___]






IX









 





EXHIBIT X




FORM 8-K DISCLOSURE INFORMATION




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

	 	[___]
	Item 1.02- Termination of a Material Definitive
Agreement

	 	[___]
	Item 1.03- Bankruptcy or Receivership

	 	[___]
	Item 2.04- Triggering Events that Accelerate or
Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement

	 	[___]
	Item 3.03- Material Modification to Rights of Security
Holders

	 	[___]
	Item 5.03- Amendments of Articles of Incorporation or
Bylaws; Change of Fiscal Year

	 	[___]
	Item 6.01- ABS Informational and Computational Material

	 	[___]
	Item 6.02- Change of Servicer or Trust Administrator

	 	[___]
	Item 6.03- Change in Credit Enhancement or External
Support

	 	[___]
	Item 6.04- Failure to Make a Required Distribution

	 	[___]
	Item 6.05- Securities Act Updating Disclosure

	 	[___]
	Item 7.01- Reg FD Disclosure

	 	[___]
	Item 8.01

	 	[___]
	Item 9.01

	 	[___]







X